Rowl S1 2012 IPO registration

As filed with the Securities and Exchange Commission on May 13, 2013

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OverNear, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

7812

(Primary Standard Industrial Classification Code Number)

27-3101494

(I.R.S. Employer Identification Number)

1460 4th St., Suite 304

Santa Monica, California 90401

(310) 744-6060

(Address, including zip code, and telephone lumber, including area code, of registrant’s principal executive offices)

Fred E. Tannous, Chief Executive Officer

1460 4th St., Suite 304

Santa Monica, California 90401

(310) 744-6060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPY TO:

Kevin Friedmann, Esq.

Gabrielle Napolitano, Esq.

Richardson & Patel LLP

The Chrysler Building

405 Lexington Ave, 49th Floor

New York, New York 10174

(212) 561-5559

As soon as practicable after this registration statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Per Share Offering Price		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
Common stock, $0.001 par value per share (2)		10,000,000	$	0.50	$	5,000,000	$	682
Common Stock, $0.001 par value per share (3)		16,978,896	$	0.50	$	8,489,448	$	1157.96
Total		26,978,896			$	13,489,448	$	1,839.96

(1)	Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

(2)	This Registration Statement covers, under one prospectus, our direct offering of up to 10,000,000 shares of our common stock (the “Direct Offering Shares”), in connection with a best-efforts offering, not including selling commissions of up to 9.26% of the aggregate offering price which may be payable with respect to those shares offered and sold through Selling Agents (as defined in the prospectus incorporated herein), on the Company’s behalf. The Company will agree to indemnify any participating Selling Agents, against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Plan of Distribution." The price of the Direct Offering Shares will be determined prior to the effectiveness of this Registration Statement.

(3)	This Registration Statement also covers, under a separate prospectus, shares of common stock issued pursuant to two transactions: (a) the distribution of 10,558,896 shares of our common stock (the “Distribution Shares”) owned by Innolog Holdings Corporation (formerly named uKarma Corporation, or “Innolog”), to be registered for distribution to Innolog shareholders and (b) the resale (the “Resale”) of an aggregate of 6,420,000 shares of our common stock owned by twenty-two (22) selling shareholders identified herein. No payment will be made by any recipient of the Distribution Shares to either Innolog or the Company and the Company will not receive any proceeds from the Resale.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus, as set forth below.

●	Direct Offering Prospectus. A prospectus (the “Direct Offering Prospectus”) to be used for the direct sale by the Registrant of up to 10,000,000 shares of the Registrant’s common stock.

●

Resale and Distribution Prospectus. A prospectus (the “Resale Prospectus”) to be used for the resale by the twenty-two (22) selling shareholders (the “Selling Shareholders”) listed therein of up to 6,420,0000 share of the Registrant’s common stock, as well as the Distribution by Innolog of 10,558,896 shares of the Registrant’s common stock to the Innolog shareholders (the “Distribution” or “Spin-Off”).

The Resale Prospectus is substantively identical to the Direct Offering Prospectus, except for the following principal points:

●	they contain different outside front covers;

●	they contain different tables of contents;

●	they contain different Summary of the Offering sections in the Prospectus Summary section;

●	they contain different sections entitled “The Offering,” describing the transactions covered by the Registration Statement and Prospectus

●	they contain different “Use of Proceeds” sections;

●	the Capitalization section on page 20 of the Direct Offering Prospectus is deleted from the Resale Prospectus;

●	the Dilution section on page 21 of the Direct Offering Prospectus is deleted from the Resale Prospectus;

●	information is provided in the Resale Prospectus about the Selling Shareholders and Innolog, including a table showing the share ownership of the various Selling Shareholders and Innolog prior to and following the offerings covered by this Registration Statement and the Resale Prospectus;

●	they contain different “Plan of Distribution” sections;

●	references in the Direct Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus; and

●	they contain different outside back covers.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences between the Resale Prospectus and the Direct Offering Prospectus.

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The information in this preliminary prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it solicit an offer to buy these securities.

SUBJECT TO COMPLETION DATED May 13, 2013

PROSPECTUS

OVERNEAR, INC.

Up to $5,000,000

Maximum of 10,000,000 shares of Common Stock

This Prospectus relates to the sale of 10,000,000 shares of our common stock, $0.001 par value per share. We will not raise gross offering proceeds of more than $5,000,000, which we refer to as the "Maximum Offering Amount". Subscription payments will be placed in an account held by the Escrow Agent (as defined below), in trust for our subscribers’ benefit, pending release to us. Subscription payments are considered binding on the subscriber. The Company reserves the right to reject any subscription for any amount, in whole or part for any reason whatsoever. We will file post-effective amendments to the Registration Statement of which this Prospectus is a part, which will be subject to review by the Securities and Exchange Commission (the “SEC”), to allow us to continue this offering for at least 24 months.

There is not currently, and there has never been, any public market for our common stock. Our common stock is not currently eligible for trading on any national securities exchange, or any over-the-counter markets, including the OTC Bulletin Board or an OTC Market Group quotation system such as the OTCQB, and we cannot assure you that our common stock will become eligible for trading. We intend to arrange for a registered broker-dealer to apply to have our common stock quoted on a national securities exchange, the OTC Bulletin Board, or an OTC Market Group quotation system such as the OTCQB, depending upon our qualifications at the time. As a mandatory reporting company, we file annual, quarterly and current reports, proxy statements and other information about us with the SEC, as required.

This offering will initially be conducted on a self-underwritten, “best-efforts” basis and some or all of the common stock may be sold by our officers and directors. The Company may not be able to sell the entire amount of securities available in this offering and a purchaser in the offering may be one of a very limited number of buyers. None of these officers or directors will receive any commission or compensation for the sale of the securities. We have no current arrangements nor have we entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the securities, but we may enter into such arrangements and agreements. If we can engage one or more underwriters, broker-dealers or selling agents (“Selling Agents”) and enter into any such arrangements, our common stock will be sold through such Selling Agents. No Selling Agent will have any obligation to purchase or accept any shares. See “Plan of Distribution” beginning on page 47 of this prospectus for more information on this offering. If we choose to sell our common stock through Selling Agents, we will file a post-effective amendment to the registration statement of which this prospectus is a part to identify them. We expect that any such sales will be made on a best efforts basis.

We are offering our common stock at an initial price of $0.50 per share.

Simultaneously with the offering being conducted pursuant to this Prospectus (the “Direct Offering”), we are conducting an offering (the “Resale Offering”) pursuant to another prospectus (the “Resale Prospectus”), which includes (a) the distribution of 10,558,896 shares of our common stock (the “Distribution Shares”) to the shareholders of Innolog Holdings Corporation (formerly named uKarma Corporation, or “Innolog”) as a result of a spin-off transaction (the “Distribution” or “Spin-Off”) and (b) the resale (the “Resale”) of an aggregate of up to 6,420,000 shares of our common stock (the “Resale Shares”) underlying 3,210,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants to purchase 3,210,000 shares of our common stock (the “Warrants”) owned by twenty-two (22) shareholders (the “Selling Shareholders”). We anticipate that the Distribution will occur within 30 days of the Registration Statement being declared effective. We cannot determine how long it will take for the Selling Shareholders named in the Resale Prospectus to sell the Resale Shares, or whether they will be able to sell all or any of the Resale Shares. The Distribution and the sales of the Resale Shares by the Selling Shareholders are not covered by this Prospectus. As such, there are a total of 26,978,896 shares of our common stock registered for sale, resale, or distribution under this and the other prospectus referred to above, although there is no guarantee that all of the shares will be sold or distributed.

We do not expect any secondary market in our common stock to develop in the near future. As a result, you should not expect to be able to resell your common stock regardless of how we perform and, if you are able to sell your common stock, you may receive less than your purchase price. While we currently intend to seek quotation of our shares on a national securities exchange, the OTC Bulletin Board and/or the OTCQB, depending upon our qualifications at the time, there can be no assurance that we will be successful in having in doing so. As a result of these factors, an investment in our common stock is not suitable for investors who require short or medium term liquidity.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See “Risk Factors” beginning on page 7 to read about the risks you should consider before buying shares of our common stock. An investment in our common stock is not suitable for all investors. We intend to continue to issue common stock in this offering and, as a result, your ownership in us is subject to dilution. See “Risk Factors—Risks Related to Ownership of Our Common Stock.”

This Prospectus contains important information that a prospective investor should know before investing in our common stock. Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC, as required. This information will be available free of charge by contacting us at 1460 4th St., Suite 304 Santa Monica, California 90401 or by telephone at (310) 744-6060. The SEC also maintains a website at www.sec.gov that contains such information.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully.

The date of this prospectus is , 2013.

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements		4
Summary		5
Risk Factors		7
The Offering		18
Use of Proceeds		19
Capitalization		20
Dilution		21
Shares Eligible for Future Sale		21
Market for Common Equity and Related Stockholder Matters		22
Summary Financial Data		24
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Business		30
Description of Property		38
Legal Proceedings		38
Management		38
Executive Compensation		40
Security Ownership of Certain Beneficial Holders and Management		44
Certain Relationships and Related Party Transactions		45
Plan of Distribution		46
Description of Capital Stock		48
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		52
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		53
Legal Matters		53
Experts		53
Where You Can Find More Information		53
Index to Financial Statements		F-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this prospectus, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are in the section entitled “Risk Factors” on page 7, and in our previous SEC filings.

Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

SUMMARY

This summary highlights information contained in this prospectus and is qualified in its entirety by reference to the more detailed information and financial statements included elsewhere herein. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. As used in this prospectus, the terms “we,” “us,” “our,” the “Company,” and “OverNear” mean OverNear, Inc.

Our Business

We are an early stage company that is currently developing and plans to market a location-based social networking and mobile advertising platform that helps connect people to people and businesses to consumers. We were formed as Awesome Living, Inc. in Nevada in July 2010 as a wholly owned subsidiary of uKarma Corporation, a Nevada corporation (“uKarma”). uKarma developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series (Xflowsion). On August 9, 2010, the assets of uKarma’s operating health and wellness business, including its Xflowsion DVD series, and its liabilities were transferred into Awesome Living, Inc. pursuant to a Contribution Agreement. On June 20, 2011, we changed our name from Awesome Living, Inc. to OverNear, Inc. to better reflect our business of developing a location-based social networking and mobile advertising platform.

Our auditors have expressed substantial doubt about our ability to continue as a going concern, and we expect to incur substantial losses over the next two years. We expect to incur substantial losses over the next two years and we believe that we need approximately an additional $1,440,000 million to meet our capital requirements over the next 12 months. We have a monthly “burn rate” of approximately $120,000, and we believe that, without the addition of capital, we will run out of funds on August 31, 2013.

Our Relationship with Innolog

We were formed as a wholly owned subsidiary of Innolog Holdings Corporation (formerly named uKarma Corporation, or “Innolog”). On August 9, 2010, Innolog’s operating health and wellness business’ assets, including its Xflowsion DVD series, and liabilities were transferred into the Company in anticipation of the Spin-Off from Innolog by distributing to Innolog’s shareholders all of the outstanding shares of our common stock held by Innolog.

We ceased being a wholly owned subsidiary of Innolog on September 13, 2010 when we issued 10,700,000 shares of our common stock to our management. After other subsequent issuances, Innolog currently owns 18.39% of OverNear’s issued and outstanding common stock.

The Offering

We are offering for direct sale no more than 10,000,000 shares of our common stock. We will not raise more than the Maximum Offering Amount. Presuming we successfully raise the Maximum Offering Amount, gross proceeds are expected to be approximately $5,000,000, excluding up to a 9.26% commission paid to Selling Agents, to the extent the Company engages Selling Agents in connection with the offering. This offering will initially be conducted on a self-underwritten, “best-efforts” basis and some or all of the common stock may be sold by our officers and directors. The Company may not be able to sell the entire amount of securities available in this offering and a purchaser in the offering may be one of a very limited number of buyers. In order to implement our business plan, we require a minimum of $1,440,000 from this offering. However, sales under this offering on a best efforts basis have no minimum amount of shares required to be sold for the offering to proceed. If we raise only a nominal amount of proceeds we may be unable to implement our business plan and we may have to raise additional capital and/or suspend or cease operations and investors who participate in this offering may lose their entire investments. There are no assurances that the Company will be able to raise additional capital as may be needed, or increase revenue levels and profitability. See “Risk Factors” and “Use of Proceeds.” Information regarding our common stock is included in the section of this prospectus entitled “Description of Capital Stock.”

The proceeds from the sale of the shares in this offering will be payable to Richardson & Patel LLP Client Trust Acct. (OverNear). Richardson & Patel LLP (the “Escrow Agent”) acts as the Company’s legal counsel and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to the Escrow Agent at the address provided in the Subscription Agreement.

All subscription funds initially will be deposited in a noninterest-bearing account by the Escrow Agent and will be forwarded to the Company at the end of each week. The Company reserves the right to begin using these proceeds as soon as the funds have been received or any time thereafter and will retain broad discretion in the allocation of the net proceeds of this offering. The precise amounts and timing of the Company’s use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors. We are utilizing an escrow agent to ensure that the Subscription Agreements are properly executed, that funds clear before shares are released to investors, and investors receive shares when the Company receives funds.

The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 90 days of the close of the offering or as soon thereafter as practicable.

The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

There is presently no public market for our securities and an active trading market may never develop. We do not expect any secondary market in our common stock to develop in the near future. As a result, investors should not expect to be able to resell purchased common stock regardless of how we perform and, if investors are able to sell purchased common stock, they are likely to receive less than their purchase price. While we currently intend to seek quotation of our shares on a national securities exchange, the OTC Bulletin Board and/or an OTC Market Group quotation system such as the OTCQB, depending upon our qualifications at the time, there can be no assurance that we will be successful in doing so. As a result of these factors, an investment in our common stock is not suitable for investors who require short or medium term liquidity.

Corporate Information

Our principal executive offices are located at 1460 4th St., Suite 304, Santa Monica, California 90401, and our telephone number is (310) 744-6060. We maintain websites at www.overnear.com. Our websites and the information contained on those sites, or connected to those sites, are not incorporated into this prospectus.

Risks Affecting Our Business

Our business is subject to various risks. For a description of these risks, see the section titled “Risk Factors” beginning on page 7 of this prospectus.

RISK FACTORS

The reader should carefully consider the risks described below together with all of the other information included in this prospectus. Some of these risks relate principally to the Spin-Off, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our securities specifically. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In that case, the trading price of our common stock, if and when a market for our common stock develops, could decline, and an investor in our securities may lose all or part of their investment.

Risks Related to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from our Spin-Off from Innolog.

As a stand-alone, independent public company, we believe that our business will benefit from, among other things, allowing our management to design and implement corporate policies and strategies that are based primarily on the characteristics of our business, allowing us to focus our financial resources wholly on our own operations and implement and maintain a capital structure designed to meet our own specific needs. By separating from Innolog, there is a risk that our company may be more susceptible to market fluctuations, liquidity challenges, increased public scrutiny, decisions by financial institutions not to maintain accounts or other relationships with us, and other adverse events than we would have been if we were still a part of the current Innolog. We may not be able to achieve some or all of the benefits that we expect to achieve as a stand-alone, independent company or such benefits may be delayed or may not occur at all. For example, analysts and investors may not place a greater value on our business as a stand-alone company than on our business being part of Innolog.

If the Distribution is determined to be taxable for U.S. federal income tax purposes, our shareholders could incur significant U.S. federal income tax liabilities.

The Spin-Off may or may not be tax-free to the Innolog Shareholders. We do not have any ruling from the U.S. Internal Revenue Service nor do we have a favorable opinion by our accounting firm or any other expert confirming the Spin-Off’s tax status.

If the Distribution ultimately is determined to be taxable, the Distribution could be treated as a taxable dividend or capital gain to you for U.S. federal income tax purposes, and you could incur significant U.S. federal income tax liabilities. In addition, Innolog would recognize a taxable gain to the extent that the fair market value of our common stock exceeds Innolog’s tax basis in such stock on the date of the Distribution.

We may be required to satisfy certain indemnification obligations to Innolog or may not be able to collect on indemnification rights from Innolog.

Under the terms of the August 18, 2010 merger discussed on page 45, we, as successor to Innolog, and Innolog Holdings Corporation, a Nevada corporation (“Innolog Predecessor” and currently known as Innolog Group Corporation), agreed to indemnify each other and each other’s shareholders, officers, agents, and directors against any loss, liability, claim, damage, or expense to which it or they may become subject arising out of or based on (i) any breach of or inaccuracy in any of the representations and warranties or covenants or conditions made by the indemnifying party in the merger agreement, and (ii) any and all liabilities existing prior to the closing of the merger. We must indemnify Innolog Predecessor’s officers, directors, shareholders, and agents subsequent to closing of the merger for all losses to which such indemnified parties may become subject arising out of or based on uKarma’s operations subsequent to the closing.

We are not aware of any existing indemnification obligations at this time, but any such indemnification obligations that may arise could be significant. Our ability to satisfy these indemnities, if called upon to do so, will depend upon our future financial strength. We cannot determine whether we will have to indemnify Innolog Predecessor for any substantial obligations after the Spin-Off. To the extent that Innolog is required to indemnify us after the Spin-Off, we may not be able to collect on those indemnification rights from Innolog.

Risks Related to Our Business

There is substantial doubt about our ability to continue as a going concern as we lack a substantial operating history and have experienced losses in the past that may continue into the future. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

As of December 31, 2012, we had negative working capital of $332,280. To satisfy current working capital needs, we raised $971,000 through private placements of our securities during 2011 and $1,589,900 in 2012. 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.

Our management is actively seeking financing and plans to continue production of its location-based mobile platform and associated marketing to generate users and revenues. The report from our independent registered public accounting firm states that there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to meet our financing arrangements and the success of our future operations.

Our limited history of operations makes prediction of future operating results difficult. We believe that period-to-period comparisons of our operating results should not be relied on as predictive of our future results. We face the risks and problems associated with any business in its early stages with limited operating history. Based upon current plans, we expect to continue to incur operating losses because we will be incurring expenses and not generating revenues for the foreseeable future and we cannot guarantee that we will be successful in generating revenues in the future. Failure to generate sufficient revenues will cause us to suspend or cease operations.

We are an "emerging growth company" under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

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

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

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

The net proceeds from the Direct Offering will only last for a limited amount of time. We will need to raise additional capital following the final closing of the Direct Offering.

If we raise the Maximum Offering Amount under the Direct Offering, the net proceeds will be approximately $4,537,000 (after deduction of commissions payable to Selling Agents– if any), which proceeds are expected to last for approximately 3 years. See “Use of Proceeds.” While we anticipate that the funds raised in the Direct Offering and our operations will be sufficient to fund our operations for the time periods indicated, there can be no assurance that we will be successful in meeting this goal. Moreover, we may need to raise funds in order to finance our operations while we implement and execute our business plan, support expansion, develop new or enhanced services and products, respond to competitive pressures, acquire complementary businesses, or take advantage of unanticipated opportunities. There can be no assurance that such additional capital will be available or on terms acceptable to us. If future financing funds are not available on acceptable terms, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business, results of operations and financial results. Furthermore, sales of additional equity or convertible debt securities would result in additional dilution to our shareholders.

We face competition from companies with substantially greater resources.

The mobile advertising and social networking markets are highly competitive and saturated with many companies. We compete primarily with Google, Apple, and Foursquare, all of which are significantly larger than us and have more capital to invest in their mobile advertising businesses. They, or other competing companies, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers, or other parties, thereby limiting our ability to promote our services and generate revenue. Competitors could also seek to gain market share from us by reducing the prices they charge to advertisers or by introducing new apps for users.

Our business will suffer to the extent that our advertiser clients purchase and sell mobile advertising through other companies that are able to become intermediaries between mobile users and advertisers. For example, we are aware of companies that have substantial existing platforms for developers but that currently do not heavily use those platforms for mobile advertising campaigns. These companies could compete with us to the extent they expand into mobile advertising. Other companies, such as large app developers with a substantial mobile advertising business, may decide to directly monetize some or all of their advertising space without utilizing our services. Other companies that offer analytics, mediation, exchange, or other third-party services may also become intermediaries between mobile users and advertisers and thereby compete with us. Any of these developments would make it more difficult for us to sell our services and could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses, or the loss of market share.

The mobile advertising market may deteriorate or develop more slowly than expected, which could harm our business.

Advertising on mobile connected devices is an emerging phenomenon. Advertisers have historically spent a smaller portion of their advertising budgets on mobile media as compared to traditional advertising methods, such as television, newspapers, radio and billboards, or online advertising over the Internet, such as placing banner ads on websites. Future demand and market acceptance for mobile advertising is uncertain. Many advertisers still have limited experience with mobile advertising and may continue to devote larger portions of their advertising budgets to more traditional offline or online personal computer-based advertising instead of shifting additional advertising resources to mobile advertising. In addition, our current and potential advertiser clients may ultimately find mobile advertising to be less effective than traditional advertising media or marketing methods or other technologies for promoting their products and services, and they may even reduce their spending on mobile advertising from current levels as a result. If the market for mobile advertising deteriorates, or develops more slowly than we expect, we may not be able to increase our revenue.

Our business is dependent on the continued growth in usage of smartphones, tablets, and other mobile connected devices.

Our business depends on the continued proliferation of mobile connected devices, such as smartphones and tablets that can connect to the Internet over a cellular, wireless, or other network as well as the increased consumption of content through those devices. Consumer usage of these mobile connected devices may be inhibited for a number of reasons, such as:

●	inadequate network infrastructure to support advanced features beyond just mobile web access;

●	users' concerns about the security of these devices;

●	inconsistent quality of cellular or wireless connection;

●	unavailability of cost-effective, high-speed internet service; and

●	changes in network carrier pricing plans that charge device users based on the amount of data consumed.

For any of these reasons, users of mobile connected devices may limit the amount of time they spend on these devices and the number of apps they download on these devices. If user adoption of mobile connected devices and consumer consumption of content on those devices do not continue to grow, our total addressable market size may be significantly limited, which could compromise our ability to increase our revenue and become profitable.

We do not control the mobile networks over which we provide our advertising services.

Our mobile advertising platform will be dependent on the reliability of network operators and carriers who maintain sophisticated and complex mobile networks, as well as our ability to deliver ads on those networks at prices that enable us to realize a profit. Mobile networks have been subject to rapid growth and technological change, particularly in recent years. We do not control these networks.

Mobile networks could fail for a variety of reasons, including new technology incompatibility, the degradation of network performance under the strain of too many mobile consumers using the network, a general failure from natural disaster or a political or regulatory shut-down. Individuals and groups who develop and deploy viruses, worms, and other malicious software programs could also attack mobile networks and the devices that run on those networks. Any actual or perceived security threat to mobile devices or any mobile network could lead existing and potential device users to reduce or refrain from mobile usage or reduce or refrain from responding to the services offered by our advertising clients. If the network of a mobile operator should fail for any reason, we would not be able to effectively provide our services to our clients through that mobile network. This in turn could hurt our reputation and cause us to lose significant revenue.

Our business depends in part on our ability to collect and use location-based information about mobile connected device users.

Our business model depends in large part upon our ability to collect data about the location of mobile connected device users when they are interacting with their devices, and then to use that information to provide effective targeted advertising on behalf of our advertising clients. Our ability to either collect or use location-based data could be restricted by a number of factors, including new laws or regulations, technology, or consumer choice. Limitations on our ability to either collect or use location data could impact the effectiveness of our platform and our ability to target ads.

Our business practices with respect to the collection and storage of data could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements, or industry standards relating to consumer privacy and data protection.

In the course of providing our services, we may transmit and store information related to mobile devices and the ads we place, including a device's geographic location for the purpose of delivering targeted location-based ads to the user of the device, with that user's consent. Federal, state, and international laws and regulations govern the collection, use, retention, sharing, and security of data that we expect to collect across our mobile advertising platform. We intend to comply with all applicable laws, regulations, policies, and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to comply with U.S. federal, state, or international laws, including laws and regulations regulating privacy or consumer protection, could result in proceedings or actions against us by governmental entities or others. We are aware of several ongoing lawsuits filed against companies in our industry alleging various violations of privacy-related laws. These proceedings could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, adversely affect the demand for our services, and ultimately could result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless our clients from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services.

The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The Federal Trade Commission has also proposed revisions to the Children's Online Privacy Protection Act, or COPPA, that could, if adopted, create greater compliance burdens on us. COPPA imposes a number of obligations, such as obtaining parental permission on website operators to the extent they collect certain information from children who are under 13 years of age. The proposed changes would broaden the applicability of COPPA, including the types of information that would be subject to these regulations, and could apply to information that we or our clients collect through mobile devices or apps that is not currently subject to COPPA.

As we expand our operations globally, compliance with regulations that differ from country to country may also impose substantial burdens on our business. In particular, the European Union has traditionally taken a broader view as to what is considered personal information and has imposed greater obligations under data privacy regulations. In addition, individual EU member countries have had discretion with respect to their interpretation and implementation of the regulations, which has resulted in a variation of privacy standards from country to country. In January 2012, the European Commission announced significant proposed reforms to its existing data protection legal framework, including changes in obligations of data controllers and processors, the rights of data subjects, and data security and breach notification requirements. The EU proposals, if implemented, may result in a greater compliance burden if we deliver ads to mobile device users in Europe. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could compromise our ability to effectively pursue our growth strategy.

Our sales efforts with advertisers require both significant time and expense.

Attracting our initial new advertiser clients requires substantial time and expense, and we may not be successful in establishing new relationships. For example, it may be difficult to identify, engage, and market to potential advertiser clients who do not currently spend on mobile advertising or are unfamiliar with our current services or platform. Furthermore, many of our clients' purchasing and design decisions typically require input from multiple internal constituencies. As a result, we must identify those involved in the purchasing decision and devote a sufficient amount of time to presenting our services to each of those individuals.

The novelty of our services and our business model often requires us to spend substantial time and effort educating potential advertiser clients about our offerings, including providing demonstrations and comparisons against other available services. This process can be costly and time-consuming. If we are not successful in streamlining our sales processes with advertisers, our ability to grow our business may be adversely affected.

Failure to adequately manage our growth may seriously harm our business.

We expect to rapidly grow our business. If we do not effectively manage our growth, the quality of our services may suffer, which could negatively affect our reputation and demand for our services. Our rapid growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

●	implement additional management information systems;

●	further develop our operating, administrative, legal, financial, and accounting systems and controls;

●	hire additional personnel;

●	develop additional levels of management within our company;

●	locate additional office space;

●	maintain close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations; and

●	manage our expanding international operations.

Moreover, as our sales increase, we may be required to concurrently deploy our services infrastructure at multiple additional locations or provide increased levels of customization. As a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver our mobile advertising platform in a timely fashion, fulfill existing client commitments, or attract and retain new clients.

Our failure to protect our intellectual property rights could diminish the value of our services, weaken our competitive position, and reduce our revenue.

We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks, domain names, and patent applications, as critical to our success. We strive to protect our intellectual property rights by relying on federal, state, and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business, in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

We have begun to seek patent protection for certain of our technologies and currently have a provisional U.S. patent application on file, although there can be no assurance that this will lead to a patent that will ultimately be issued. We are also pursuing the registration of our domain names, trademarks, and service marks in the U.S. and in certain locations outside the U.S. Effective trade secret, copyright, trademark, domain name, and patent protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming.

Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries, such as China and India, do not protect our proprietary rights to as great an extent as do the laws of European countries and the U.S. Further, the laws in the U.S. and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our mobile advertising services. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination that is favorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights.

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our business.

Our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The mobile telecommunications industry generally is characterized by extensive intellectual property litigation. Although our technology is relatively new and our industry is rapidly evolving, many participants that own, or claim to own, intellectual property historically have aggressively asserted their rights. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others.

Future litigation may be necessary to defend ourselves or our clients by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could:

●	adversely affect our relationships with our current or future clients;

●	cause delays or stoppages in providing our mobile advertising services;

●	divert management's attention and resources;

●	require technology changes to our platform that would cause us to incur substantial cost;

●	subject us to significant liabilities; and

●	require us to cease some or all of our activities.

In addition to liability for monetary damages against us, which may be tripled and may include attorneys' fees, or, in some circumstances, damages against our clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our mobile advertising solutions unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.

If we do not retain our senior management team and key employees, or attract additional sales and technology talent, we may not be able to sustain our growth or achieve our business objectives.

Our future success is substantially dependent on the continued service of our senior management team, particularly Fred E. Tannous, our Chief Executive Officer, and Bill Glaser, our President. We currently do not maintain key-person insurance on either of these officers. Our future success also depends on our ability to attract, retain, and motivate highly skilled employees, particularly employees with technical skills that enable us to deliver effective mobile advertising solutions and sales and client support representatives with experience in mobile and other digital advertising and strong relationships with brand and retail advertisers. Competition for these employees in our industry is intense. As a result, we may be unable to attract or retain these management, technical, sales, and client support personnel that are critical to our success, resulting in harm to our key client relationships, loss of key information, expertise, or know-how, and unanticipated recruitment and training costs. The loss of the services of our senior management could make it more difficult to successfully operate our business and pursue our business goals.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and other SEC rules and regulations relating to public disclosure, and the rules and regulations of the stock market or bulletin board on which our common stock may be traded or quoted. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. This requires that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

We have discovered areas of our internal financial and accounting controls and procedures that need improvement. Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and our management may conclude that our internal controls over financial reporting are not effective. If that were to happen, the market price of our stock could decline, and we could be subject to sanctions or investigations by the stock exchange on which our common stock may be listed, the SEC, or other regulatory authorities.

Risks Related to Ownership of Our Common Stock

An investment in the Company’s common stock is extremely speculative and there can be no assurance of any return on any such investment.

An investment in the Company’s common stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

There is presently no trading market for our common stock and no assurance can be given that an active and liquid trading market will develop in the future. Accordingly, you may be unable to liquidate your shares quickly.

There is currently no public market for our common stock. We plan to apply for listing on a national securities exchange or have a market maker file with FINRA a 15c2-11 application to have our common stock quoted on the over-the-counter market as soon as commercially practicable, either through OTC Markets Group Inc. or the OTC Bulletin Board, depending upon our qualifications at the time. We cannot predict when and whether FINRA will approve our application, although we will use commercially reasonable efforts to cause FINRA to approve the application as soon as practicable. We cannot assure you that FINRA will approve our application prior to the final closing of this Offering, Even if we are able to have our common stock become quoted in the over-the-counter market, an active trading market for our Common Stock may not develop in the future due to a number of other factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Once our Common Stock is listed or quoted on an active trading market, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales. We cannot give you any assurance that an active public trading market for our common shares will develop or be sustained. You may not be able to liquidate your shares quickly or at the market price if trading in our Common Stock is not active.

The offering price of the Direct Offering Shares has been arbitrarily determined by the Company, may not be indicative of the Company’s actual value or the value of the common stock being offered and is subject to possible market volatility.

The offering price per share of the Direct Offering Shares has been determined by the Company and may not be indicative of the Company’s actual value or the value of its securities. The price and other terms were based on a number of factors including, without limitation, the estimates of the business potential and earnings prospects of the Company and the consideration of such potential earnings in relation to market valuations of comparable companies. The price of the Direct Offering Shares bears no relationship to the assets, book value, net worth or any other recognized criteria of the Company’s value. The offering price should not be considered as an indication of the Company’s actual value or the value of its securities. Additionally, the market price for the Company's securities following this offering may be highly volatile as has been the case with the securities of other companies in emerging businesses. Factors such as the Company's financial results and introduction of new products and services by the Company or its competitors, and various factors affecting the medical device industry generally, may have a significant impact on the market price of the Company's securities. Additionally, in recent years, the stock market has experienced a high level of price and volume volatility and market prices for the securities of many companies, particularly of small and emerging growth companies, the common stock of which trade in the over-the-counter market, have experienced wide price fluctuations which have not necessarily been related to the operating performance of these companies. See "Plan of Distribution."

The Company has not received any commitments to purchase the Direct Offering Shares. There is no minimum offering amount.

The Company will use its best efforts to sell all of the Direct Offering Shares offered under the Direct Offering. These sales may be made either directly by the Company, through its officers and directors, or with the assistance of one or more Selling Agents. None of the Company, the Selling Agents, if any, or any other person, has made any commitment to purchase any of the shares offered hereby. Consequently, there can be no assurance that any of the shares will be sold. There is no minimum offering amount required for us to accept subscriptions for our common stock. To the extent that the net proceeds raised by the Company are substantially less than the Maximum Offering Amount, the Company's opportunities would be severely diminished. In the event that an alternate source of financing is not obtained in a timely manner, those investors who participate in this offering risk the loss of their entire investments. See "Use of Proceeds," "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Plan of Distribution."

The Direct Offering is being made on a best efforts basis with no minimum amount of shares required to be sold for the offering to proceed.

In order to implement our business plan, we require a minimum of $1,440,000 from the Direct Offering. However, our Direct Offering is being made on a best efforts basis with no minimum amount of shares required to be sold for the Direct Offering to proceed. If we raise only a nominal amount of proceeds we may be unable to implement our business plan and we will have to suspend or cease operations and investors who participate in this offering may lose their entire investments.

We have the right to issue shares of preferred stock. If we were to issue additional preferred stock, it is likely to have rights, preferences and privileges that may adversely affect the common stock.

We are authorized to issue 50,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time by our board of directors, of which 15,000,000 is designed as Series A Preferred Stock. All of the 3,210,000 shares of Series A Preferred Stock currently issued and outstanding are subject to resale by the Selling Shareholders under the Resale Offering. Our board of directors is empowered, without stockholder approval, to issue additional Series A Preferred Stock as well as preferred stock in one or more series, and to fix for any series the dividend rights, dissolution or liquidation preferences, redemption prices, conversion rights, voting rights, and other rights, preferences and privileges for the preferred stock. The issuance of shares of preferred stock, depending on the rights, preferences and privileges attributable to the preferred stock, could adversely reduce the voting rights and powers of the common stock and the portion of the Company’s assets allocated for distribution to common stockholders in a liquidation event, and could also result in dilution in the book value per share of the common stock being offered. The preferred stock could also be utilized, under certain circumstances, as a method for raising additional capital or discouraging, delaying or preventing a change in control of the Company, to the detriment of the investors in the common stock being offered. We cannot assure you that the Company will not, under certain circumstances, issue additional shares of its preferred stock.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of the Company’s shareholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. Rule 144 permits, under certain circumstances, the sale of securities, without any limitation, by the Company’s shareholders that are non-affiliates that have satisfied a six-month holding period. Any substantial sale of the Company’s common stock pursuant to Rule 144 or pursuant to any resale prospectus (including the Resale Offering and future sales by investors of shares purchased in the Direct Offering) may have a material adverse effect on the market price of the common stock.

We do not anticipate paying any cash dividends in the foreseeable future, which may reduce your return on an investment in our common stock.

We plan to use all of our earnings, to the extent we have earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to the holders of our common stock. Therefore, any return on your investment would derive from an increase in the price of our stock, which may or may not occur.

We may raise capital through a securities offering that could dilute your ownership interest and voting rights.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the holders of our common stock. The issuance of common stock or securities convertible into common stock by our board of directors will also have the effect of diluting the proportionate equity interest and voting power of holders of our common stock.

Our principal shareholders will own 47.9% of our common stock post Spin-Off, which will provide them with substantial control over our corporate actions.

Our sole directors and executive officers, Fred E. Tannous and Bill Glaser will own approximately 47.9% of our outstanding shares of common stock post Spin-Off and 40.79% presuming sale of the Maximum Offering Amount under the Direct Offering. These shareholders, acting individually or as a group, could exert control over matters such as electing directors, amending our articles of incorporation or bylaws, and approving mergers or other business combinations or transactions. In addition, because of the percentage of ownership and voting concentration in these principal shareholders, elections of our board of directors will generally be within the control of these shareholders. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with these principal shareholders. As such, it would be difficult for shareholders to propose and have approved proposals not supported by these principal shareholders and their affiliated entities. There can be no assurance that matters voted upon by our officers and directors in their capacity as shareholders will be viewed favorably by all shareholders of our company. The stock ownership of our principal shareholders and their affiliated entities may discourage a potential acquirer from seeking to acquire shares of our common stock which, in turn, could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

Our management has broad discretion to determine how to use the proceeds received from the Direct Offering, and may use them in ways that may not enhance our operating results or the price of our common stock.

We plan to use the net proceeds of the Direct Offering as described under “Use of Proceeds” in the Direct Offering Prospectus. Our management will have broad discretion over the use and investment of the net proceeds of the Direct Offering, and accordingly investors in the Direct Offering will need to rely upon the judgment of our management with respect to the use of proceeds with only limited information concerning management’s specific intentions. It is possible that we may decide in the future not to use the proceeds of the Direct Offering in the manner in which we currently expect.

You will experience immediate dilution in the book value per share of the common stock you purchase in the Direct Offering.

Because the price per share of our common stock being offered under the Direct Offering is substantially higher than the book value per share of our common stock, investors in the Direct Offering will experience substantial dilution in the net tangible book value of the common stock they purchase in the Direct Offering. Based on an assumed offering price of $0.50 per share, investors who purchase shares of common stock in the Direct Offering will experience immediate and substantial dilution of $0.438 per share in the net tangible book value of the common stock at December 31, 2012. See the section titled “Dilution” in the Direct Offering Prospectus for a more detailed discussion of the dilution investors will incur when purchasing common stock in the Direct Offering.

We have not retained independent professionals for subscribers.

We have not retained any independent professionals to review or comment on the Direct Offering and the Resale Offering, or otherwise protect the interests of the subscribers hereunder. Although we have retained our own counsel, purchasers of the common stock offered hereby should not rely on the firms so retained with respect to the merits of the Direct Offering and the Resale Offering or any matters herein described.

The issuance of the Company’s stock upon exercise of warrants, options and other securities could encourage short sales by third parties, which could contribute to the future decline of the Company’s stock price and materially dilute existing stockholders' equity and voting rights.

If the shares issued upon exercise of warrants, options or other convertible securities are sold into the market and exceed the market's ability to absorb the increased number of shares of stock, such shares have the potential to cause significant downward pressure on the price of the Company’s common stock. The opportunity exists for short sellers and others to contribute to the future decline of the Company’s stock price. If there are significant short sales of the Company’s stock, the price decline that would result from this activity will cause the share price to decline more so, which, in turn, may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock, our stock price will decline.

Penny stock regulations may impose certain restrictions on the marketability of our securities.

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share, subject to certain exceptions. Our common stock is presently subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, excluding the net value of the person’s primary residence, or annual income exceeding $200,000, or $300,000 together with the investor’s spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a “penny stock”, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the “penny stock” market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the “penny stock” held in the account and information on the limited market in “penny stocks”. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our securities and may negatively affect the ability of purchasers of our shares of common stock to sell such securities.

THE OFFERING

The following summary contains basic information about this offering and our common stock and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of our common stock, please refer to the section of this prospectus entitled “Description of Capital Stock.”

Issuer		OverNear, Inc., a Nevada corporation

Maximum number of shares of common stock offered by us		10,000,000 shares of common stock, par value $0.001 per share on a “best efforts” basis

Common stock outstanding prior to this offering		57,413,208 shares of common stock (1)

Common stock outstanding after this offering, assuming the Maximum Offering Amount is raised		67,413,208 shares of common stock (1)

Use of Proceeds		We intend to use the net proceeds from our sale of common stock in this offering primarily for engineering, research and development; sales, marketing and business development; and general and administrative.

Market for our common stock		There is currently no market for our common stock and we cannot assure you that a market will develop. We intend to apply for list on a national securities exchange or quotations of our common stock on the OTC Bulletin Board and/or an OTC Market Group quotation system such as the OTCQB, depending upon our qualifications at the time, but we cannot assure you that our application will be approved.

(1)

The number of shares of our common stock to be outstanding both before and after this offering is based on the number of shares outstanding as of May 5, 2013 and excludes 3,210,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”)and outstanding warrants to purchase 3,210,000 shares of common stock.

USE OF PROCEEDS

Based on an assumed offering price of $0.50 per share, if we raise the Maximum Offering Amount, the proceeds from this offering will be $5,000,000. For purposes of the table below, we have assumed the payment of discounts and commissions to Selling Agents in the amount of $463,000 for net proceeds of $4,537,000.

The following table sets forth the Company's estimated use of the net proceeds of this offering assuming net proceeds of $2,268,500 reflecting gross proceeds of $2,500,000 and $4,537,000, reflecting gross proceeds of $5,000,000, respectively.

Proceeds	$	2,268,500	Percentage of Net Proceeds			$	4,537,000	Percentage of Net Proceeds
Engineering and Research & Development	$	950,000		41.9	%	$	1,750,000		38.6	%
Business Development and Sales & Marketing	$	750,000		33.1	%	$	1,650,000		36.4	%
General & Administrative	$	568,500		25.1	%	$	1,137,000		25.1	%
Total	$	2,268,500		100	%	$	4,537,000		100	%

The amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, results from our research and development efforts, business developments and opportunities and related rate of growth, sales and marketing activities and competition.

Accordingly, our management will have broad discretion in the application of the proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds from this offering. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used include:

●	the existence of unforeseen or other opportunities or the need to take advantage of changes in timing of our existing activities;

●	the need or desire on our part to accelerate, increase, reduce or eliminate one or more existing initiatives due to, among other things, changing market conditions and competitive developments or interim results of research and development efforts;

●	the effect of federal, state, and local regulation, including those governing emissions, of potential customers in our identified industries; or

●	strategic opportunities of which we are not currently aware present themselves (including acquisitions, joint ventures, licensing and other similar transactions).

From time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing allocation of resources, including the proceeds of this offering, is being optimized.

CAPITALIZATION

The following table sets forth our actual cash and cash equivalents and capitalization, each as of December 31, 2012:

●	on an actual basis; and
●	on a pro forma as adjusted basis to give effect to the issuance of the common stock offered hereby and the use of proceeds, as described in the section entitled “Use of Proceeds.”

You should consider this table in conjunction with our financial statements and the notes to those financial statements included in this prospectus.

	As of December 31, 2012
	Actual			As Adjusted(1)
Total debt	$	571,826		$	571,826

Shareholders’ equity:
Common stock, par value $0.001 per share: 150,000,000 shares of common stock authorized; 53,733,208 issued as of December 31, 2012		53,733			63,733
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 Series A convertible preferred shares issued and outstanding at December 31, 2012		3,210			3,210
Additional paid in capital		4,166,548			8,693,548
Series A convertible preferred stock subscriptions receivable		(152,500	)		(152,500	)
Accumulated deficit		(3,905,434	)		(6,692,434	)
Total stockholders’ equity		165,557			1,915,557
Total capitalization	$	737,383		$	2,487,383

(1)	Assumes that $5,000,000 of our common stock is sold in this offering at $0.50 per share and that the net proceeds thereof are approximately $4,537,000 million after deducting commissions payable to Selling Agents, if any.

DILUTION

Our net tangible book value as of December 31, 2012 was approximately ($387,042), or ($0.007) per share of our common stock. Our net tangible book value per share represents our total tangible assets less total liabilities divided by the number of shares of our common stock outstanding on December 31, 2012. Assuming that we raise the Maximum Offering Amount, we will issue 10,000,000 shares of common stock at the Direct Offering price of $0.50 per share. In this instance, our net tangible book value as of December 31, 2012 would have been approximately $4,150,000 million, or $0.062 per share of our common stock. This amount represents an immediate increase in net tangible book value of $0.069 per share to new investors purchasing shares of our common stock in this offering.

We determine dilution by subtracting the adjusted net tangible book value per share after this offering from the Direct Offering price per share of our common stock.

The following table illustrates the dilution in net tangible book value per share to new investors if we raise the Maximum Offering Amount:

Public offering price per share				$	0.50
Net tangible book value per share as of December 31, 2012	$	(0.007	)
Increase per share attributable to new investors	$	0.069
Adjusted net tangible book value per share after this offering				$	0.062
Dilution in net tangible book value per share to new investors				$	0.438

The following shares were not included in the above calculation: 3,210,000 shares of Series A Preferred Stock and outstanding warrants to purchase 3,210,000 shares of common stock, which are being offered for resale by the Selling Shareholders, plus outstanding warrants to purchase 2,480,000 shares of common stock not being registered for resale.

SHARES ELIGIBLE FOR FUTURE SALE

There is not currently any market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding warrants, in the public market after this offering, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Distribution Shares; Resale Shares

All of the shares distributed pursuant to the Resale Prospectus (namely the Distribution Shares and the Resale Shares) will be freely tradable, except that any shares acquired by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below. Following the Distribution, our sole directors and executive officers will hold a total of approximately 27,501,732 shares, or approximately 47.9% of the common stock outstanding as of May 5, 2013. Presuming sale of the Maximum Offering Amount under the Direct Offering, our sole directors and executive officers will hold approximately 40.79% of the common stock outstanding. The 46,654,312 shares of our outstanding common stock that are not registered and covered by this Prospectus will be deemed restricted securities as defined under Rule 144. Sale limitations under Rule 144 include the requirement for current public information about the Company; selling the shares pursuant to broker transactions; and limitations on the number of shares sold within a three-month period. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration promulgated under the Securities Act. Subject to the provisions of Rule 144, all of the outstanding shares of common stock that are currently restricted will be available for sale in the public market over the next six months under Rule 144.

In general, under Rule 144 as currently in effect, a person, or group of persons whose shares are required to be aggregated, who is deemed to have been an affiliate at any time during the three months preceding a sale, who has beneficially owned shares that are restricted securities as defined in Rule 144 for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this prospectus, a number of shares that does not exceed 1% of the then outstanding shares of our common stock, which will be approximately 67,413,208 shares.

In addition, a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates, would be entitled to sell all of their shares, provided the availability of current public information about our company. To the extent that shares were acquired from one of our affiliates, a person's holding period for the purpose of effecting a sale under Rule 144 would commence on the date the shares were acquired from the affiliate.

After the date of this Prospectus an aggregate of 16,978,896 shares will have been registered under the Resale Prospectus and will be freely distributable and tradable by the Selling Shareholders and others listed in the Resale Prospectus. These shares consist of (i) 10,558,896 Distribution Shares and (b) an aggregate of 6,420,000 Resale Shares held by the Selling Shareholders named in the Resale Prospectus. We will not receive any proceeds in connection with the distribution of the Distribution Shares or the sales, if any, of the Resale Shares.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Although the Company anticipates that a public market for over-the-counter trading of the Company's securities may develop after the Distribution is completed, there can be no assurance that such a market will develop or that it will be sustained. After the effective date of this Registration Statement and the distribution of the Distribution Shares (pursuant to the Resale Prospectus), approximately 49% of the shares of the Company's common stock distributed by Innolog in the Distribution will be unrestricted and freely salable, with 51% of those shares of common stock owned by our sole directors and officers. We expect to apply to have our common stock either listed on a national securities exchange or quoted on one of the over-the-counter markets (the OTC Bulletin Board and/or the OTC Markets Group, Inc. quotation services), depending upon our qualifications at the time, but there can be no assurance that such application, if filed, will be accepted, or that if accepted, any market for our shares will ever develop. For information on shareholders who will own 5% or more of our common stock following the distribution, as well as the ownership of our officers and directors, please see “Security Ownership of Certain Beneficial Owners and Management” on page 45.

Holders

Immediately following the Distribution of the Distribution Shares (pursuant to the Resale Prospectus), the Company anticipates that there will be approximately 175 record holders of the Company's common stock. As of May 5, 2013, there were 87 holders of record of our securities, including our sole directors and officers, the Selling Shareholders and Innolog.

Dividends

Since its incorporation, the Company has not declared any dividend on its common stock. The Company does not anticipate declaring or paying a dividend on its common stock for the foreseeable future. We plan to retain any future earnings for use in our business activities.

Transfer Agent and Registrar

The transfer agent and registrar for the Company's common stock will be V Stock Transfer, LLC 77 Spruce Street, Suite 201, Cedarhurst, NY 11516.

Equity Compensation Plans

The following table sets forth, as of December 31, 2012, certain information related to our compensation plans under which shares of our common stock are authorized for issuance.

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

Equity compensation plans not approved by security holders		0		$	0		0

Total		15,000,000		$	0.025		-

(1)

Represents outstanding options and unvested shares of restricted stock granted pursuant to our Amended and Restated 2010 Stock Option, Deferred Stock and Restricted Stock Plan.

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

On November 29, 2012, the Company entered into a consulting agreement and in consideration of the consulting services, the Company agreed to grant the consultant a non-qualified option to purchase 2,100,000 shares of the Company’s common stock at the exercise price of $0.10 per share. The option shall become exercisable at the rate of 300,000 shares upon execution of the agreement and 150,000 shares every three months, commencing on the date of the agreement. These options were granted outside of our 2010 Stock Option Plan.

In addition, the Company has issued warrants to purchase common stock to certain individuals providing it with consulting services as follows:

Name	Role	Grant Date	Exercise		Options		Total
Garo Hussenjian	Director of Mobile	10/15/12	$	0.30		125,000
Garo Hussenjian	Director of Mobile	4/1/13	$	0.25		125,000		250,000
JP Poveda	VP, Engineering	3/11/13	$	0.25		350,000		350,000
Huy Nguyen	Sr. Systems Architect	4/1/13	$	0.25		800,000		800,000
Total						1,400,000

SUMMARY FINANCIAL DATA

The following table sets forth our selected historical financial data as of and for each of the periods indicated. We derived the selected historical financial data as of and for the fiscal years ended December 31, 2012 and 2011 from our financial statements. This information is only a summary and you should read it in conjunction with the historical financial statements included in this prospectus and the related notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in this prospectus. Our financial information may not be indicative of our future performance and does not necessarily reflect what our financial condition and results of operations would have been had we operated as an independent, stand-alone entity for the periods presented, particularly since many changes will occur in our operations and capitalization as a result of the Spin-Off.

OVERNEAR, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2012			2011

Sales	$	-		$	-

Cost of Sales		-			-

Gross Profit		-			-

Selling, General and Administrative Expenses		1,773,099			1,362,450

Impairment of production costs, prepaid royalties and inventory		-			110,992

Operating Loss		(1,773,099	)		(1,473,442	)

Other Income (Expense)
Interest		(1,842	)		(8,454	)
Gain on Forgiveness of Debt		10,847			237,895
Total Other Income (Expense)		9,005			229,441

Loss before Income Taxes		(1,764,094	)		(1,244,001	)

Provision for Income Taxes		800			800

Net Loss	$	(1,764,894	)	$	(1,244,801	)

Loss Per Share-Basic and Diluted	$	(0.03	)	$	(0.03	)

Weighted Average Number of Shares		51,660,735			36,278,475

OVERNEAR, INC.

BALANCE SHEETS

	December 31,
	2012			2011
ASSETS
Current Assets
Cash	$	150,159		$	181,995
Prepaid expenses		14,387			51,975
Total Current Assets		164,546			233,970

Furniture and equipment, net		20,238			11,993

Software development in progress		499,089			133,068

Other assets		53,510			3,145

TOTAL ASSETS	$	737,383		$	382,176

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	342,154		$	265,398
Accrued expenses		79,672			138,359
Current portion of legal settlement payable		75,000			75,000
Total Current Liabilities		496,826			478,757

Long-term portion of legal settlement payable		75,000			150,000

Total Liabilities		571,826			628,757
Commitments

Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 150,000,000 shares authorized; 53,733,208 and 46,619,962 shares issued and outstanding at December 31, 2012 and 2011, respectively		53,733			46,620
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 and none Series A convertible preferred shares issued and outstanding at December 31, 2012 and 2011, respectively		3,210			-
Paid-in capital		4,166,548			1,847,339
Series A convertible preferred stock subscriptions receivable		(152,500	)		-
Accumulated deficit		(3,905,434	)		(2,140,540	)
Total Stockholders' Equity (Deficit)		165,557			(246,581	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	737,383		$	382,176

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our combined financial statements for the years ended December 31, 2012 and 2011 and the related notes included therein where certain terms have been defined.

Overview and Recent Developments

We are an early stage company that is currently developing and plans to market a location-based social networking and mobile advertising platform that helps connect people to people and businesses to consumers. We were formed in July 2010 as a wholly owned subsidiary of uKarma. uKarma developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series (Xflowsion). On June 17, 2011, we changed our name to OverNear, Inc. and added the mobile platform portion of our business.

On August 9, 2010, uKarma’s operating health and wellness business’ assets, including its Xflowsion DVD series, and liabilities were transferred into the Company pursuant to a Contribution Agreement in anticipation of being spun-off to uKarma’s shareholders of record as of August 12, 2010 on a pro-rata basis. Thus, our historical financial results are those of uKarma’s health and wellness business that were transferred. uKarma subsequently changed its name to Innolog Holdings Corporation.

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 2 to our financial statements, are critical to aid the reader in fully understanding and evaluating this discussion and analysis:

Revenue Recognition: The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. There was no revenue during each of the years ended December 31, 2012 and 2011.

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

Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2012 and 2011, the Company had capitalized software development costs of $499,089 and $133,068, respectively, for the development of a location-based social networking and mobile advertising platform. Since the capitalized software was not yet available for general release to customers, no amortization of product development costs were incurred for each of the years ended December 31, 2012 and 2011. During January 2013, the Company released the software for use by the general public.

Impairment of long-lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the years ended December 31, 2012 and 2011.

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

Fair value of financial instruments: All financial instruments are carried at amounts that approximate estimated fair value.

Income Taxes: Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2012 and 2011, the Company has established a full reserve against all deferred tax assets.

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

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

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. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $260,225 and $210,000 related to stock option grants were recognized for each of the years ended December 31, 2012 and 2011, respectively.

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).

New Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

Results of Operations

Comparison of Fiscal Years ended December 31, 2012 and December 31, 2011

Sales. We had no sales during the fiscal years 2012 and 2011. We did not sell our Xflowsion DVDs while developing our mobile app software and business strategy.

Gross Profit. We had no gross profit during each of the fiscal years ended December 31, 2012 and 2011, as we had no sales.

General and Administrative (G&A). During the year ended December 31, 2012, our SGA expenses were $1,773,099, while total SGA expenses during fiscal year 2011 were $1,362,450, representing an increase of over 30%. The increase is mostly attributed to accounting, consulting, legal fees and other general expenses.

Net Loss. We had a net loss of $1,764,894 during the fiscal year ended December 31, 2012 compared to a net loss of $1,244,801 in the fiscal year 2011. The net loss was higher due to increased operating expenses during 2012.

LIQUIDITY

Cash Flows

Comparison of December 31, 2012 and December 31, 2011

Net cash used in operating activities was $1,199,211 for the year ended December 31, 2012 while net cash used in operating activities was $657,447 for the year ended December 31, 2011. The increase in cash used in operating activities is due primarily to fees related to software development and other services provided by consultants.

Net cash used in investing activities was $422,525 for the year ended December 31, 2012 while net cash used in investing activities was $113,057 for the year ended December 31, 2011. The increase in cash used in investing activities is due to an increase of approximately $255,000 in software development and approximately $43,000 in patent and trademark acquisition expenses, growing from a combined total of $109,445 during the year ended December 31, 2011 to a combined total of $408,006 during the fiscal year ended December 31, 2012.

Net cash provided by financing activities was $1,589,900 for the year ended December 31, 2012 while net cash provided by financing activities was $952,099 for the year ended December 31, 2011. The increase in cash flow from financing activities is due to proceeds from the issuance of our securities in private placement offerings.

CAPITAL RESOURCES

As of December 31, 2012, we had negative working capital of $332,280. To satisfy current working capital needs, we raised $1,589,900, net of offering costs of $82,100 and subscriptions receivable of $152,500, through private placements of our securities during 2012. There is no guarantee that we will be able to meet current working capital needs if we do not receive additional infusions of cash through loans, stock sales, revenues, or other sources. We expect to incur substantial losses over the next two years.

As of December 31, 2012, we had cash of $150,159. We have obtained additional capital through an equity financing and intend to obtain additional capital through debt or equity financings. Subsequent to the year-end, and as part of the current private placement offering of our equity securities, so far we have raised an additional $620,000 of $2,500,000.

We plan to 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 auditors' fees, will be paid in cash. There are no assurances that we will be able to meet our capital requirements or that our capital requirements will not increase. If we are unable to raise necessary capital to meet our capital requirements, we may not be able to successfully develop and market our location-based social networking and mobile advertising service.

Our 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 and plans to increase production of its location-based mobile platform and associated marketing to generate revenues. Our ability to continue as a going concern is dependent on our ability to meet our financing arrangements and 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 states that there is substantial doubt about our ability to continue as a going concern.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

Contractual Obligations

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

The following table summarizes our contractual obligations as of December 31, 2012.

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		3-5 Years		5 years +
Contractual Obligations:
Legal Settlement Payable	$	150,000	$	75,000	$	75,000		―		―
Employment Agreements	$	1,155,000	$	360,000	$	720,000	$	75,000		―
Office Lease	$	19,800	$	19,800		---		―		―

Off-Balance Sheet Arrangements

We 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.

BUSINESS

General

Our auditors have expressed substantial doubt about our ability to continue as a going concern, and we expect to incur substantial losses over the next two years. We believe that we need approximately an additional $1,440,000 million to meet our capital requirements over the next 12 months. We have a monthly “burn rate” of approximately $120,000, and we believe that, without the addition of capital, we will run out of funds on August 31, 2013.

Our Relationship with Innolog

Business Overview

General

We intend to develop a location-based, social networking and mobile advertising platform. On January 11, 2013, we released the initial version of our mobile application to the general public via the Apple App Store. However, we plan to continually improve our app with bug fixes and performance enhancements as well as by adding new features and, from time to time, releasing updates of the app to the Apple App Store and subsequently the Android app store. Although we are developing our mobile and server-side applications, we may be required to obtain licenses from third-party vendors who provide application programming interfaces (APIs) and other off-the-shelf tool-sets which we may use from time to time to accelerate the development process. We expect to be able to obtain the licenses at a reasonable cost as and when we need them.

Business Strategy

Our strategy is to first rapidly build a user base by launching a free mobile tool, described below, which will allow users to connect, communicate and save money. While we have developed the OverNear mobile app for consumers, we have not yet begun the development of the OverNear web app for advertisers. Following the build-out of the user base of approximately 250,000 users, we will begin building out a business base to be used for monetization. We expect to earn revenue by charging businesses a monthly subscription fee to use our technology as an advertising and marketing channel to reach our user base. We also expect to attract advertising dollars using traditional pay per click (CPC) and views per thousand (CPM) models on our mobile application. There is, however, no guarantee that we will be able to successfully execute the strategies discussed herein.

Marketplace and Competition

Our mobile application will compete in the multi-billion dollar mobile location-based services market. We may compete with other location-based mobile applications, including Foursquare, Google, Apple, and several new start-ups, many of which are significantly larger than us and have more capital to invest in their mobile advertising businesses. They, or other competing companies, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers, or other parties, thereby limiting our ability to promote our services and generate revenue. These companies could compete with us to the extent they expand into mobile advertising. Any of these developments would make it more difficult for us to sell our services. We have no competitive presence in the mobile location based services market at this time.

Intellectual Property

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

Industry Regulations

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

Social Networking

OverNear expects to introduce a unique mobile app and web service that leverages location-based services to help connect people to people and businesses to consumers. As currently planned, OverNear’s social networking platform will allow people who have an online connection to connect in person by simultaneously providing a push notification to all parties when they are in close proximity of each other. Once the OverNear mobile app is installed on the consumers’ smartphone, the user will be presented with an opportunity to identify a list of friends and business contacts to be included in his or her OverNear contact list. OverNear will utilize appropriate application programming interfaces for mobile devices to allow users to bypass account creation and login with their existing accounts. For example, linking an existing social-networking account to OverNear will also enable access to the user’s friends list. From the imported lists, the user will have the ability to select (de-select) friends and contacts to include in his or her OverNear contact list. Each user who downloads and installs the mobile app will independently establish his or her respective OverNear contact list.

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

Mobile Advertising

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

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

●	Highly targeted advertising campaigns

●	No SMS or MMS approval from the mobile carrier

●	Campaigns are self-administered by retailer or brand

●	Privacy-compliant – User location not revealed without consent

●	Real-time analytics – virtual built-in ‘Marketing Consultant’

●	Simple interface and easy-to-use – intuitive user interface

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

As smartphones, tablets, and other mobile connected devices become increasingly powerful and affordable, and mobile Internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. Gartner Inc., an industry research firm, forecasts that the total number of downloads from mobile application stores worldwide will increase from 17.7 billion in 2011 to 108.8 billion in 2015, representing a compound annual growth rate of 57%. With growth in this mobile app-based economy, mobile advertising creates new opportunities for advertisers to reach and engage audiences of potential consumers. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences, and offer location-targeting capabilities. We believe that the combination of these features creates a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. However, a number of factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

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

Benefits of Mobile Advertising

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

●	anytime, anywhere access to users;

●	personalization of the advertising experience;

●	location-based targeting;

●	more complete user engagement;

●	enhanced audience targeting based on location, behavioral and demographic data; and

●	superior monetization opportunities for advertisers.

Growth Strategy

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

●	innovate through continued investments in technology and data;

●	deepen our relationship with our users;

●	acquire new users and advertisers;

●	increase our share of advertising budgets from advertisers;

●	increase our global market penetration;

●	pursue strategic acquisitions; and

●	provide further insight into the mobile app economy.

Principal Products and Services

Location-based services allow users to connect with others based on their current locations. In many cases, people use their smartphones (iPhone, Android, Windows) to “check in” to businesses like restaurants, bars, and stores they visit. Using location-based services for proximity marketing can help retailers in attracting more first-time customers, encouraging more repeat business and increasing sales. Many of these services also have a gaming component, allowing members to compete against one another or to collect rewards (like online badges) for their activities. More and more people are beginning to utilize location-based services and as smartphone adoption increases globally, we assume that the numbers will only continue to increase. The rapid evolution of mobile phones, both on a hardware and a software level, combined with a surge in application storefront releases, deployments of higher-capacity network infrastructure, and recent developments in positioning technologies is expected to drive revenues.

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

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

OverNear Mobile App

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

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

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

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

Adaptive Learning Algorithm. This is a proprietary algorithm, which will monitor and refine the system’s filtering process to produce highly targeted promotions based on each individual’s tastes and preferences. Every promotional offer that will be sent by the merchant will include the quick press buttons “More like this” and “Less like this.” Based on the responses of the shopper for each of the offers, the system will automatically tailor the user’s personal preferences to match his or her indicated interest levels by type of retailer, promotional offer, day of the week, time of day, etc.

Social Toolkit Integration. Our plan is that every message sent through OverNear will be a social marketing opportunity for the merchant – in the form of tweets to followers, updates to fan pages, "likes," "re-tweets," "shares," "follows," and more. With social toolkit integration, merchants should be able to create and share links to their offers and communications directly from within each application. OverNear will automatically post a web-version of the offer or email message, and then report related views and clicks in the merchant’s tracking dashboard.

Social Media Integration. For merchants with an existing social networking profile page or fan page, our plan is that our technology will allow them to easily publish their offers or email messages and related links to their social networking site news feed and wall directly from within the OverNear application. When the link is shared, OverNear will automatically post the offer or email message to a message archive center and then track offer redemptions and traffic activity.

Professional Social Networking Integration. With professional social networking integration, our app will allow merchants to easily publish their offers to their professional social networking news feed directly from within the OverNear application. When sharing related message content, our applications will automatically post the merchants’ messages to their message archive and track visitor activity or coupon redemptions.

OverNear Web App

Campaign Creation Wizard. This will be a comprehensive, easy-to-use interface that enables subscribers to create and edit campaigns. Through intuitive controls, subscribers can readily change colors, fonts, borders, and backgrounds and insert images and logos to help ensure that their messages or offerings appear polished and professional. The wizard operates on a “what-you-see-is-what-you-get” basis whereby a subscriber can change content quickly and view the offer or message prior to launching.

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

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

Tracking and Reporting. We plan that the tracking and reporting feature will monitor and analyze merchant promotions and shopper redemptions and tailor recommendations for a promotion based on previous campaigns and concurrent campaigns of other nearby retailers (on an anonymous basis) who have the same business but are located in different geographic regions or experience comparable social and demographic dynamics. This feature will use the Company’s patent-pending adaptive learning algorithm to monitor and refine criteria for optimized promotional offers or discount coupons based on redemption rates and other socio-economic statistics gathered over time and from neighboring businesses.

We plan to monetize our customer relationships by offering premium levels of service having monthly subscription fees along with other products that we will market directly to our customers. In addition, we plan to offer product extensions and services that may include those that will be wholly owned and administered by us and those that are executed in partnership with another party. These will represent an important component of our value planned maximization strategy. By maintaining alternatives to third-party offers, we expect to make use of a larger proportion of acquired leads generated than would otherwise be the case with only third-party offerings.

Industry

Background

The convergence of several key trends is driving the growth of the mobile app economy and fundamentally changing the way that users consume content on their mobile connected devices. We believe these trends will continue to create a significant opportunity for mobile advertising. These trends include:

●

Adoption of faster and more functional mobile connected devices. Driven by intuitive user interfaces, increased functionality, faster processing speeds, better graphics processors, and advanced display technologies with touch capabilities, it has become possible to deliver innovative, interactive, and engaging consumer media experiences on a wide variety of mobile connected devices.

●

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

●

Mobile usage has disrupted how content is consumed. Consumers are increasingly using their mobile devices instead of personal computers or other traditional media to access content. Mobile devices have become an increasingly important part of daily life, with users relying on mobile connectivity to read newspapers, magazines, and blogs, watch movies, play games, check sports scores, shop, monitor weather forecasts, conduct banking transactions, find maps and directions, and listen to online radio stations.

●

Growth of the mobile app economy. Developers have created apps as an easy, intuitive, and interactive way to instantly deliver content on mobile devices. Emerging technologies, such as improvements in computer programming languages for structuring and presenting web-based content, have allowed app developers to harness the increasing processing power and functionality of mobile devices and faster networks to deliver more engaging media to users.

●

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

Complexities of Mobile Advertising

Despite the growing market opportunity for mobile advertising, companies in our industry must address several complexities and challenges in order to effectively deliver mobile advertising solutions, including:

●	fragmentation of the mobile ecosystem caused by a wide diversity of device types, numerous operating systems, and varied delivery and user engagement mechanisms;

●	limitations in using traditional identification techniques typically used in PC-based web advertising, such as "cookies";

●	difficulty in predicting user behavior, including when and where a user will be consuming content on a mobile device;

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

●	difficulties measuring performance of ads and user interactions with them on mobile connected devices.

Needs of Mobile Advertisers

Advertisers, to achieve their business objectives in the mobile app context, require scale, reach, and the ability to target and engage specific audiences. Advertisers need solutions that help optimize their investment by delivering effective campaigns across multiple devices and operating systems, maximizing the number of potential consumers the campaigns reach, and then measuring the effectiveness of those campaigns.

Market Opportunity

Given the benefits of mobile advertising as compared to traditional offline advertising and PC-based online advertising, we expect that brands and retailers will continue to shift their advertising budgets to mobile. Gartner estimates that worldwide mobile advertising revenue, excluding advertising delivered in connection with search requests and maps, will grow from $2.1 billion in 2012 to approximately $13.5 billion in 2015, reflecting a compounded annual growth rate of 65%.

Employees

We have two employees, both of whom are full-time.

Emerging Growth Company

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

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

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

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

DESCRIPTION OF PROPERTY

We have two offices. One office is located at 1460 4th St., Santa Monica, California 90401. On April 16, 2013 we entered into a two year office lease with SM Promenade LLC for this office, the term of which begins on May 15, 2013. The monthly fee is $4,386 per month for the first year and $4,517.58 for the second year. We also lease an office in an executive suite located at 609 Deep Valley Drive, Suite 200, Rolling Hills, California. We lease this office from Regus Management Group, LLC at a monthly rent of $2,200 pursuant to a lease that will expire on October 31, 2013. We previously leased an office at 9595 Wilshire Blvd, Suite 900 in Beverly Hills, CA on a month-to month basis for $1,557 per month. Pursuant to the lease, we have issued a 60 day notice to terminate on May 1, 2013. Our obligation to pay rent at the Beverly Hills office will cease on June 30, 2013 or sooner if the landlord releases the office.

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 of more than 5% of any class of our voting securities.

MANAGEMENT

Our Management

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

Name	Age	Position	Since
Fred E. Tannous	46	Co-Chairman of the Board, Chief Executive Officer, Chief Financial Officer	September 13, 2010
Bill Glaser	46	Co-Chairman of the Board, President	July 22, 2010

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

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

Our directors are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal. Our officers are appointed by the Board and serve at the Board's discretion.

There are no other significant employees and no family relationships among any of our directors, executive officers, or persons nominated or chosen to become directors or executive officers.

To our knowledge there is no arrangement or understanding between or among any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer. In addition, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.

EXECUTIVE COMPENSATION

The following summary compensation table indicates the cash and non-cash compensation earned during the fiscal years ended December 31, 2012 and 2011 by (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) the three most highly compensated executive officers other than our CEO and CFO who were serving as executive officers at the end of our last completed fiscal year whose total compensation exceeded $100,000 during such fiscal year ends, and (iv) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of our last completed fiscal year whose total compensation exceeded $100,000 during such fiscal year ends.

Name and Position	Year	Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)(1)		Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Fred Tannous,	2012	$	180,000			—			—		$	100,000		—		—	$	14,400	(8)	$	294,400
CEO	2011	$	180,000	(7)		100,000	(6)		—		$	100,000		—		—	$	9,000		$	389,000
	2010	$	55,385		$	50,000	(2)	$	80,000	(2)	$	50,000		—		—	$	2,625	(3)	$	238,010

Bill Glaser,	2012	$	180,000			—			—		$	110,000		—		—	$	14,400	(8)	$	304,400
President	2011	$	180,000	(5)		—			—		$	110,000		—		—	$	9,000		$	299,000
	2010	$	236,399	(4)		—			—		$	150,054		—		—	$	9,000	(3)	$	395,453

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

Grants of Plan-Based Awards

There were no plan-based awards granted during the 2012 year to any named executive officer.

Employment Agreements

Fred E. Tannous

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

Mr. Tannous is compensated with an annual salary of $180,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after September 13, 2010 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after September 13, 2010 or (ii) we recognize $10,000,000 in cumulative gross revenues.

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

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

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

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

Bill Glaser

On August 3, 2010, we entered into an employment agreement with Bill Glaser for his services as Chief Executive Officer. On March 15, 2011, we amended his agreement in connection with his appointment as President following the appointment of Mr. Tannous as our Chief Executive Officer. This amendment changed the end of his employment term to March 15, 2016. On August 8, 2011, we amended the provisions regarding any increases in Mr. Glaser’s annual salary.

Mr. Glaser is compensated with an annual salary of $180,000. His annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after August 3, 2010 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 3, 2010 or (ii) we recognize $10,000,000 in cumulative gross revenues.

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

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

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

Outstanding Equity Awards as of December 31, 2012

OPTION AWARDS

STOCK AWARDS

Name

Number of

securities

underlying

unexercised

options (#)

Exercisable

Number of

securities

underlying

unexercised

options (#)

Unexercisable

Equity

incentive

plan

awards:

Number of

securities

underlying

unexercised

unearned

options (#)

Option

exercise

price ($)

Option

expiration

date

Number

of shares

or units

of stock

that

have not

vested(#)

Market value

of shares

units

of stock

that have

not

vested ($)

Equity

incentive

plan awards:

number of

unearned

shares,

units or

other rights

that have

not

vested (#)

Equity

incentive

plan awards:

Market

or payout

value of

unearned

shares, units or

other rights

that have

not

vested (#)

Fred E. Tannous

5,000,000

0.025

9/12/2020

─

Bill Glaser

2,500,000

0.025

8/3/2020

─

Director Compensation

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

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past. We do not have a standing compensation committee or a committee performing similar functions; our Board of Directors performs the functions of a compensation committee. Our Board of Directors is made up of Messrs. Tannous and Glaser, both of whom are also executive officers and both of whom receives compensation for their services to us as officers. As we grow, our Board of Directors expects that they will adopt compensation policies in the future that will apply to our officers and directors.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as of December 31, 2012, certain information related to our compensation plans under which shares of our common stock are authorized for issuance.

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

Equity compensation plans not approved by security holders		0		$	0		0

Total		15,000,000		$	0.025		---

(1)

Represents outstanding, vested and unvested shares of restricted stock options granted pursuant to our Amended and Restated 2010 Stock Option, Deferred Stock and Restricted Stock Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Innolog currently owns approximately 18.39% of our outstanding shares of common stock. Those who own shares of Innolog common stock will receive shares of our common stock in the Distribution. After the Spin-Off, Innolog will not own any shares of our common stock or any other of our capital stock.

The following table sets forth the number of shares of our common stock that will be held by our directors and executive officers and each person who we expect to own beneficially more than 5% of our outstanding common stock on a fully diluted basis immediately after the Spin-Off, using the distribution ratio of 2.2241808 shares of our common stock for every one (1) share of Innolog common stock, with no fractional shares.

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

	Number of Shares					Percent of Class:		Total Percent of
Name of Shareholder	Pre-Spin-Off		Post-Spin-Off			Post- Spin-Off		Class(1)
Directors and Named Executive Officers:
Fred E. Tannous		12,513,973		12,856,823	(2)		22.39		19.07	%
Bill Glaser		9,603,014		14,644,909	(3)		25.51		21.72	%
Directors and executive officers as a group (2 persons)		22,116,987		27,501,732			47.9		40.79	%

5% Shareholders
Innolog Holdings, Inc.		10,558,896		—			—			%

(1)	Presuming sale of the Maximum Offering Amount in the Direct Offering.
(2)	Includes 342,850 shares beneficially-owned which will be transferred to Mr. Tannous upon effectiveness of the spinoff registration statement.
(3)	Includes 5,041,896 shares beneficially-owned which will be transferred to Mr. Glaser upon effectiveness of the spinoff registration statement.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions Involving Innolog Holdings Corp.

On August 9, 2010, pursuant to a Contribution Agreement, uKarma (currently Innolog) transferred its health and wellness business assets and liabilities to the Company when we were named Awesome Living, Inc. The liabilities related to public company expenses, however, such as transfer agent and EDGAR filings, were not transferred to the Company. In exchange, we issued to uKarma 10,558,896 shares of our common stock, which at the time constituted 100% of our issued and outstanding capital stock.

On August 11, 2010, uKarma, GCC Merger Sub Corp., as uKarma’s wholly owned Nevada subsidiary (“Merger Sub”), Galen Capital Corporation, a Nevada corporation, and Innolog Holdings Corporation, a Nevada corporation (“Innolog Predecessor” and currently known as Innolog Group Corporation), entered into an Amended and Restated Merger Agreement. The agreement provided that Innolog Predecessor would be merged with Merger Sub, with Innolog Predecessor surviving the merger as uKarma’s wholly owned subsidiary. We, and our operating business formerly known as uKarma, received $525,000 from Innolog Predecessor as consideration for this merger and $12,500 in expenses. The merger closed on August 18, 2010 and uKarma subsequently changed its name to Innolog Holdings Corporation.

Transactions Involving Company Officers and Directors

On August 16, 2010, we entered into a consulting agreement with Fred E. Tannous, who became an officer and director of the Company on September 13, 2010, pursuant to which Mr. Tannous would provide us consulting services with respect to certain of our business aspects. In exchange for these services, we were to compensate Mr. Tannous with a one-time payment of $40,000, payable in cash or shares of common stock; provided, however, that if we issue shares of common stock, then the value of such shares shall equal $80,000 when issued. On September 13, 2010, we granted Mr. Tannous 3,200,000 shares of our common stock as compensation under this agreement. The consulting agreement expired on September 15, 2010.

On September 13, 2010, Mr. Tannous became an officer and director of the Company. Pursuant to an employment agreement, he received a signing bonus valued at $50,000 in shares of common stock. We granted Mr. Tannous 2,000,000 shares of our common stock, with a value of $0.025 per share, as compensation under this agreement. We also granted Bill Glaser 5,500,000 shares of common stock in consideration of $137,500 in deferred and accrued compensation.

On March 1, 2011, our Board of Directors approved the issuance of 4,103,014 and 3,313,973 restricted shares of our common stock, with a value of $0.025 per share, to Mr. Glaser and Mr. Tannous, respectively, in consideration for the cancellation of deferred and accrued compensation in the amount of $102,575 and $82,850, respectively, owed by the Company.

On March 15, 2011, our Board of Directors appointed Mr. Tannous, previously Chief Financial Officer, as Chief Executive Officer, and Bill Glaser, previously Chief Executive Officer, as President. We amended the employment agreement with Mr. Tannous to issue 4,000,000 shares of our restricted common stock, with a value of $0.025 per share, in consideration for engaging in the new role and responsibilities. We also amended the employment agreement with Mr. Glaser and changed his title from Chief Executive Officer to President.

Consulting Arrangement

On November 29, 2012 the Company’s Board of Directors approved and issued a non-qualified option to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.10 per share (the “Consultant Options”) to a consultant and member of the Company’s Board of Advisors (the "Consultant") pursuant to the terms and conditions of a Consulting Agreement dated as of November 29, 2012 (the “Consulting Agreement”) whereby the Consultant agreed to advise the Company with respect to certain matters including but not limited to, attaining notoriety of the Company and its products, assisting with the design of products and other strategic guidance. Under the Consulting Agreement, 300,000 Consultant Options are immediately exercisable as of the effective date of the Consulting Agreement and 150,000 Consultant Options are exercisable every 3 months thereafter, expiring 5 years from the effective date of the Consulting Agreement, unless otherwise accelerated or terminated. In the event the Company shall merge, sell a controlling interest, or sell a majority of its assets; or if the Company effects an initial public offering in which a minimum of $25,000,000 is raised from the sale of its equity securities; then the unvested portion of the Consultant Options shall be immediately accelerated and fully vested.

The Consultant Options have not been registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or a valid exemption from registration. The Consultant Options were issued pursuant to the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering.

Director Independence

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

PLAN OF DISTRIBUTION

Offering by the Company

Currently we plan to have our officers and directors sell our common stock on a self-underwritten basis. They will receive no discounts or commissions. Our officers and directors will deliver prospectuses to those persons who they believe might have interest in purchasing all or a part of this offering.

As of the date of this prospectus, we have not entered into any arrangements with any Selling Agents for the sale of the securities. We may engage one or more Selling Agents to sell the securities. If we elect to do so, we will file a post-effective amendment to this registration statement to identify them. We intend to compensate Selling Agents that sell securities in this offering with a cash commission of no more than 9.26% of the gross proceeds from the securities sold by them.

Investors can purchase common stock in this offering by completing a Subscription Agreement, a copy of which is filed as Exhibit 99.1 to the registration statement of which this prospectus is a part, and sending it together with payment in full to the Escrow Agent. All payments must be made in United States currency either by personal check, bank draft, or cashier check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. We expressly reserve the right to either accept or reject any subscription in whole or in part for any reason or for no reason. Any subscription rejected will be returned to the subscriber, without interest or deductions, within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

The proceeds from the sale of the shares in this offering will be payable to Richardson & Patel LLP Client Trust Acct. (OverNear). The Escrow Agent acts as the Company’s legal counsel and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to the Escrow Agent at the address provided in the Subscription Agreement.

The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 10 days of the close of the offering or as soon thereafter as practicable.

Our officers and directors will not register as broker-dealers under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer. The conditions are that:

●	the person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and

●	the person is not at the time of their participation an associated person of a broker-dealer; and

●

the person meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (i) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (ii) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (iii) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1 of the Exchange Act.

Our officers and directors are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer. They are and will continue to hold their positions as officers or directors following the completion of the offering and have not been during the past 12 months and are currently not brokers or dealers or associated with brokers or dealers. They have not nor will they participate in the sale of securities of any issuer more than once every 12 months. Only after the SEC declares our registration statement effective do we intend to advertise through tombstone advertising and hold investment meetings in various states.

Determination of Offering Price

There is no established public market for the shares of common stock that we are registering. The offering price has been arbitrarily determined and does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. The fixed price of $0.50 at which our common stock is being offered pursuant to this prospectus was determined as based on, without limitation, the estimates of the business potential and earnings prospects of the Company and the consideration of such potential earnings in relation to market valuations of comparable companies.

DESCRIPTION OF CAPITAL STOCK

General

The following information describes our capital stock and provisions of our articles of incorporation, our bylaws, and our Certificate of Designation (as defined below), all as in currently effect. This description is only a summary. The reader should also refer to our articles of incorporation, bylaws and Certificate of Designation, included as exhibits to the Registration Statement of which this Prospectus is a part.

Our authorized capital stock consists of 200,000,000 shares of capital stock, consisting of 150,000,000 shares of common stock, par value $.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which 15,000,000 are designated as Series A Convertible Preferred Stock, par value $0.001 per share.

Common Stock

After completion of the Spin-Off, we expect that we will have approximately 57,413,208 shares of our common stock outstanding, held by 175 holders of record. Presuming the Maximum Offering Amount is sold under the Direct Offering we will have approximately 67,413,308 shares of our common stock outstanding.

Voting Rights. Holders of our common stock are entitled to one vote per share, and generally, a majority of our issued and outstanding shares of common stock is sufficient to authorize action upon all matters submitted for a vote. Directors are elected by a plurality of the votes cast at the annual meeting of the shareholders.

Dividends. Subject to the preferences applicable to preferred stock outstanding at any time, the holders of shares of common stock are entitled to receive dividends, payable in cash or otherwise, as may be declared thereon by the board of directors from time to time out of assets or funds of the Company legally available therefore. We do not anticipate paying any cash dividends in the near future.

Preferred Stock

Pursuant to that certain Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock (the "Certificate of Designations") filed with the state of Nevada on November 9, 2012, the Company designated 15,000,000 shares of authorized preferred stock as Series A Preferred Stock. All of the 3,210,000 shares of common stock underlying all of the 3,210,000 outstanding shares of Series A Preferred Stock are being offered for resale under the Resale Prospectus.

Each holder of Series A Preferred Stock shall have the rights and preferences summarized as follows:

Dividends

The holders of the Series A Preferred Stock will be entitled to receive noncumulative dividends in preference to the holders of common stock at an annual rate of 8% of the purchase price per share of Series A Preferred Stock from legally available funds or, at the Company’s option, in shares of common stock when, as and if declared by the Board of Directors.

Liquidation Preference

In the event of any liquidation or winding up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive, in preference to the holders of common stock, an amount equal to $0.60 per share, plus any declared and unpaid dividends thereon (“Initial Payment”). If the assets of the Company are insufficient to permit the full payment of the Initial Payment, then the assets shall be distributed pro rata among the holders of the Series A Preferred Stock in order to satisfy their preference in full. After the Initial Payment has been made in full, the holders of Series A Preferred Stock and the holders of common stock shall participate ratably on any remaining assets available for distribution. Unless the holders of a majority of the then outstanding Series A Preferred Stock (with any such election binding upon all holders of Series A Preferred Stock) determine otherwise, certain consolidations, mergers and other business combinations involving the Company as well as the sale of all or substantially all of its assets and a transfer of more than fifty (50%) percent of the voting power of the Company will be deemed to be a Liquidation (a “Deemed Liquidation”).

Conversion Rights

Each holder of Series A Preferred Stock will have the right, at the option of the holder at any time, to convert the Series A Preferred Stock into shares of common stock at an initial conversion ratio of one-to-one. The Series A Preferred Stock will automatically convert upon the closing of a financing of at least $5 million in gross proceeds in which shares of the Company’s common stock are sold at a price per share of at least $0.60.

Anti-Dilution

If at any time the Company issues any equity securities (e.g., common stock or common stock equivalents) at an effective price per share less than the then-applicable per share conversion price of the Series A Preferred Stock, the conversion price of the Series A Preferred Stock will be decreased to such effective price. Such adjustment will be subject to standard anti-dilution exclusions including securities issued to employees or consultants as compensation for services. Proportional anti-dilution protection shall also apply for stock splits, stock dividends and the like.

Voting Rights

The holders of Series A Preferred Stock will vote on an as-if converted basis with the holders of common stock on all matters to be voted on or consented to by our stockholders, except as may otherwise be required by law or pursuant to the protective provisions outlined below.

Protective Provisions

Consent of the holders of at least 66% of the outstanding Series A Preferred Stock voting together as a separate class will be required for any action to (i) effect a sale of all or substantially all of the Company’s assets or enter into any transaction which results in the holders of the Company’s capital stock prior to the transaction owning less than 50% of the voting power of the Company’s capital stock after the transaction, (ii) effect a reclassification or recapitalization of the outstanding capital stock of the Company, (iii) redeem shares of preferred stock or common stock (excluding shares of common stock repurchased from employees, officers, directors, consultants or other persons performing services for the Company pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment), (iv) effect a liquidation, dissolution, recapitalization or reorganization of the Company or enter into any license that has the same economic effect as a liquidation of the Company, (v) creation (by reclassification or otherwise) or issuance of any new class or series of capital stock with rights, preferences or privileges that are pari passu or senior to the Series A Preferred Stock, or (vi) amend or repeal any provision of, or add any provision to, the Company’s Certificate of Incorporation or bylaws to alter or change the rights, preferences or privileges of the Series A Preferred Stock or increase or decrease the number of authorized Series A Preferred Stock.

Warrants

The Company currently has outstanding five-year redeemable warrant (collectively, the “Warrants”) to purchase an aggregate of 3,210,000 shares of the Company’s common stock, exercisable at an exercise price of $0.50 per share.

The Warrants are exercisable at any time before November 9, 2017of the at an exercise price of $0.50 per share, subject to adjustment, with cashless exercise commencing in the event this Registration Statement covering the registration of the Resale Shares is not in effect within six (6) months of December 31, 2012 until such time as such an effective registration statement is in place. The Warrants shall have weighted-average anti-dilution protection and proportional anti-dilution protection shall also apply for stock splits, stock dividends and the like. The Warrants do not confer any voting rights or any other rights as a Company stockholder. The Warrants will be redeemable by the Company for nominal consideration during the time this Registration Statement covering the registration of the Resale Shares is effective, provided that certain minimum per share trading prices and volume conditions are attained.

The Company also has outstanding five-year redeemable warrant (collectively, the “2013 Warrants”) to purchase an aggregate of 2,480,000 shares of the Company’s common stock, exercisable at an exercise price of $0.50 per share. The 2013 Warrants are exercisable at any time before the five year anniversary of each 2013 Warrant’s issue date at an exercise price of $0.50 per share, subject to adjustment. The 2013 Warrants do not confer any voting rights or any other rights as a Company stockholder.

Registration Rights

The Company will file a registration statement within 60 days of the final closing date (the “Filing Date”) registering the shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants and use its best efforts to have the registration statement declared effective by the earlier of 5 days after notice by the SEC that it may be declared effective or 150 days from the Filing Date. If the registration statement is not filed on a timely basis or is not declared effective by the SEC for any reason on a timely basis, the Company will be required to pay each Investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such Investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company shall maintain the effectiveness of the registration statement for a one year period from effectiveness or earlier if all shares covered by the registration statement have been sold.

In connection with the issuance of the 3,210,000 outstanding of the Company’s Series A Preferred Stock, the final closing date of which occurred on December 31, 2012, the Company currently owes an aggregate of approximately $20,063 in penalty fees to holders of the outstanding Series A Preferred Stock in connection with the late filing of the registration statement of which this prospectus is a part.

Provisions Having A Possible Anti-Takeover Effect

Our Articles of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board and in the policies formulated by our board and to discourage certain types of transactions which may involve an actual or threatened change of our control. Our board is authorized to adopt, alter, amend and repeal our Bylaws or to adopt new Bylaws. In addition, our board has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The issuance of our preferred stock or additional shares of common stock could adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in our control.

Provisions of our certificate of incorporation and bylaws and of Delaware law could make the following more difficult:

●	an acquisition of us by means of a tender offer;

●	an acquisition of us by means of a proxy contest or otherwise, or

●	a removal of our incumbent officers and directors.

These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of the proposals could result in an improvement of their terms.

Exclusive Right to Fix Size of Board of Directors and to Fill Vacancies

Our Bylaws provide that the number of directors comprising our board shall not be less than one or more than nine. Newly created directorships resulting from any increase in our authorized number of directors and any vacancies in directorships resulting from death, resignation, retirement, disqualification, removal or other cause will be filled by a majority of our board of directors then in office.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our bylaws have advance notice procedures with respect to stockholder proposals and nominations of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board. The business to be conducted at a meeting will be limited to business properly brought before the meeting by or at the direction of our board of directors or a duly authorized committee thereof or by a stockholder of record who has given timely written notice to our secretary of that stockholder’s intention to bring such business before such meeting.

No Cumulative Voting

Our Articles of Incorporation and Bylaws do not provide for cumulative voting in the election of directors.

Undesignated Preferred Stock

The authorization in our Articles of Incorporation of undesignated preferred stock makes it possible for our board of directors to issue shares of our preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. The provisions in our certificate of incorporation authorizing such preferred stock may have the effect of deferring hostile takeovers or delaying changes of control of our management.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide for the indemnification of our directors, officers, employees and agents to the fullest extent permitted by the laws of the State of Nevada. Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any of its directors, officers, employees or agents against expenses actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except for an action by or in right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, provided that it is determined that such person acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 78.751 of the Nevada Revised Statutes requires that the determination that indemnification is proper in a specific case must be made by: (a) the stockholders, (b) the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding or (c) independent legal counsel in a written opinion (i) if a majority vote of a quorum consisting of disinterested directors is not possible or (ii) if such an opinion is requested by a quorum consisting of disinterested directors.

Article 5 of our Bylaws provides:

To the fullest extent permitted by the Nevada Revised Statutes or any other applicable law as now in effect or as it may hereafter be amended, and within the meaning of and in accordance with NRS 78.7502:

●	No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except as provided in this ARTICLE 5.

●

The limitation of liability contemplated in this ARTICLE 5 shall not extend to (a) the amount of a financial benefit received by a director to which he is not entitled, (b) an intentional infliction of harm on the Corporation or its shareholders, (c) a violation of NRS 78.300, or (d) an intentional violation of criminal law.

●	Any repeal or modification of this ARTICLE 5 by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

●

Without limitation, this ARTICLE 5 shall be applied and interpreted, and shall be deemed to incorporate, any provision of the Nevada Revised Statutes, as the same exists or may hereafter be amended, as well as any applicable interpretation of Nevada law, so that personal liability of directors and officers of the Corporation to the Corporation or its shareholders, or to any third person, shall be eliminated or limited to the fullest extent as from time to time permitted by Nevada law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons of pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Nevada Law

Section 78.7502 of the Nevada Revised Statutes (“NRS”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors and other corporate agents in terms sufficiently broad to permit such indemnification under certain circumstances and subject to certain limitations.

Charter Provisions and Other Arrangements of the Registrant

Our articles of incorporation and bylaws include a provision that eliminates the personal liability of our directors for monetary damages for breach of their fiduciary duty as directors to the fullest extent permitted by the NRS.

These indemnification provisions may be sufficiently broad to permit indemnification of our executive officer and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

The Company’s registered independent public accounting firm is Gumbiner Savett Inc. (“Gumbiner Savett”). Gumbiner Savett has performed the audits of our financial statements for the fiscal years ended December 31, 2012 and 2011. There have been no disagreements with Gumbiner Savett on any accounting or financial disclosure issues, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

LEGAL MATTERS

Richardson & Patel LLP, with an office at 405 Lexington Ave., 40th Floor, New York, New York 10174, will pass upon the validity of the shares of common stock offered by this prospectus. As of May 1, 2013, Richardson & Patel LLP and its principals or entities controlled by its principals own 3,020,447 shares of our common stock, a portion of which it accepted as payment for certain legal services rendered to us. Although Richardson & Patel LLP is not under any obligation to accept shares of our common stock in payment for services, it may do so in the future.

EXPERTS

Our consolidated financial statements as of and for the year ended December 31, 2012 were audited by Gumbiner Savett Inc., an independent registered public accounting firm, as set forth in their reports appearing herein, and are included in reliance upon such reports given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the information and reporting requirements of the Exchange Act. Reports filed with the SEC pursuant to the Exchange Act, including proxy statements, annual and quarterly reports, and other reports filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Our filings are also available on the SEC’s internet site at http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2012 and 2011	F-3

Statements of Operations for the Year Ended December 31, 2012 and 2011	F-4

Statements of Changes in Stockholders’ Equity	F-5

Statements of Cash Flows for the Year Ended December 31, 2012 and 2011	F-6

Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

OverNear, Inc.

We have audited the accompanying balance sheet of OverNear, Inc. (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

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

/s/ GUMBINER SAVETT INC.

GUMBINER SAVETT INC.

Santa Monica, California

April 15, 2013

F-2

OVERNEAR, INC.

BALANCE SHEETS

	December 31,
	2012			2011

ASSETS
Current Assets
Cash	$	150,159		$	181,995
Prepaid expenses		14,387			51,975
Total Current Assets		164,546			233,970

Furniture and equipment, net		20,238			11,993

Software development in progress		499,089			133,068

Other assets		53,510			3,145

TOTAL ASSETS	$	737,383		$	382,176

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	342,154		$	265,398
Accrued expenses		79,672			138,359
Current portion of legal settlement payable		75,000			75,000
Total Current Liabilities		496,826			478,757

Long-term portion of legal settlement payable		75,000			150,000

Total Liabilities		571,826			628,757
Commitments

Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 150,000,000 shares authorized; 53,733,208 and 46,619,962 shares issued and outstanding at December 31, 2012 and 2011, respectively		53,733			46,620
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 and none Series A convertible preferred shares issued and outstanding at December 31, 2012 and 2011, respectively		3,210			-
Paid-in capital		4,166,548			1,847,339
Series A convertible preferred stock subscriptions receivable		(152,500	)		-
Accumulated deficit		(3,905,434	)		(2,140,540	)
Total Stockholders' Equity (Deficit)		165,557			(246,581	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	737,383		$	382,176

The accompanying notes are an integral part of these financial statements

F-3

OVERNEAR, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2012			2011

Sales	$	-		$	-

Cost of Sales		-			-

Gross Profit		-			-

Selling, General and Administrative Expenses		1,773,099			1,362,450

Impairment of production costs, prepaid royalties and inventory		-			110,992

Operating Loss		(1,773,099	)		(1,473,442	)

Other Income (Expense)
Interest		(1,842	)		(8,454	)
Gain on Forgiveness of Debt		10,847			237,895
Total Other Income (Expense)		9,005			229,441

Loss before Income Taxes		(1,764,094	)		(1,244,001	)

Provision for Income Taxes		800			800

Net Loss	$	(1,764,894	)	$	(1,244,801	)

Loss Per Share-Basic and Diluted	$	(0.03	)	$	(0.03	)

Weighted Average Number of Shares		51,660,735			36,278,475

The accompanying notes are an integral part of these financial statements

F-4

OVERNEAR, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

												Series A
												Convertible						Total
	Preferred Stock				Common Stock				Paid-in			Preferred Stock Subscription			Accumulated			Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			(Deficit)
Balance at January 1, 2011		-	$	-		21,258,896	$	21,259	$	219,606		$	-		$	(895,739	)	$	(654,874	)
Private placement of common stock		-		-		10,100,000		10,100		784,375			-			-			794,475
Fair value of warrants issued in connection with private placement		-		-		-		-		176,525			-			-			176,525
Fair value of warrants issued for services		-		-		-		-		24,923			-			-			24,923
Issuance of common stock in lieu of officer compensation		-		-		4,000,000		4,000		96,000			-			-			100,000
Issuance of common stock for professional services		-		-		2,438,747		2,439		105,905			-			-			108,344
Issuance of common stock in lieu of settlement of accounts payable		-		-		1,405,332		1,405		51,997			-			-			53,402
Issuance of common stock in lieu of officers deferred compensation		-		-		7,416,987		7,417		178,008			-			-			185,425
Stock based compensation		-		-		-		-		210,000			-			-			210,000
Net Loss for the year ended December 31, 2011		-		-		-		-		-			-			(1,244,801	)		(1,244,801	)
Balance at December 31, 2011		-		-		46,619,962		46,620		1,847,339			-			(2,140,540	)		(246,581	)
Private placement of common stock		-		-		5,588,000		5,588		855,514			-			-			861,102
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		160,898			-			-			160,898
Private placement of Series A convertible preferred stock		3,210,000		3,210		-		-		654,625			-			-			657,835
Fair value of warrants issued in connection with private placement of Series A convertible preferred stock		-		-		-		-		135,141			-			-			135,141
Fair value of warrants issued to placement agent in connection with private placement of Series A convertible preferred stock		-		-		-		-		9,524			-			-			9,524
Subscriptions receivable Series A convertible preferred stock		-		-		-		-		-			(152,500	)		-			(152,500	)
Offering cost – Series A convertible preferred stock		-		-		-		-		(82,100	)		-			-			(82,100	)
Issuance of common stock for consulting services		-		-		1,485,246		1,485		313,325			-			-			314,810
Fair value of warrants issued in connection with consulting services		-		-		-		-		5,825			-			-			5,825
Fair value of warrants issued in connection with software development agreement		-		-		-		-		2,272			-			-			2,272
Issuance of common stock in payment of settlement of accounts payable		-		-		40,000		40		3,960			-			-			4,000
Stock based compensation		-				-		-		260,225			-			-			260,225
Net Loss for the year ended December 31, 2012		-		-		-		-		-			-		��	(1,764,894	)		(1,764,894	)
Balance at December 31, 2012		3,210,000	$	3,210		53,733,208	$	53,733	$	4,166,548			(152,500	)		(3,905,434	)		165,557

The accompanying notes are an integral part of these financial statements

F-5

OVERNEAR, INC.

STATEMENT OF CASH FLOWS

	For the Year Ended December 31,
	2012			2011
Cash Flow from Operating Activities:
Net loss	$	(1,764,894	)	$	(1,244,801	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		6,274			4,377
Amortization of production costs		-			123,817
Issuance of common stock for consulting services		314,810			68,969
Issuance of stock warrants for consulting services		5,825			-
Issuance of stock in lieu of officer compensation		-			100,000
Stock based compensation		260,225			210,000
Gain on forgiveness of debt		(10,847	)		(237,895	)
Impairment of production costs, prepaid royalties and inventory		-			110,992
(Increase) Decrease in operating assets:
Prepaid expenses		37,587			(12,600)
Deposit		(2,107	)		(1,650)
Increase (Decrease) in operating liabilities:
Legal settlement payable		(75,000	)		(50,000)
Accounts payable		87,603			(16,519)
Accrued expenses		(58,687	)		287,863
Net Cash used in Operating Activities		(1,199,211	)		(657,447	)

Cash Flows from Investing Activities:
Due to stockholder		-			(125	)
Purchase of furniture and equipment		(14,519	)		(3,487	)
Software development in progress		(363,749	)		(108,145	)
Acquisition of patents and trademark		(44,257	)		(1,300)
Net Cash Used in Investing Activities		(422,525	)		(113,057	)

Cash Flow from Financing Activities:
Proceeds from notes payable, unrelated parties		-			(8,802)
Repayments of notes payable, stockholder		-			(10,099)
Proceeds from private placement of common stock		1,022,000			971,000
Proceeds from private placement of Series A convertible preferred stock, net of offering costs		567,900			-
Net Cash Provided by Financing Activities		1,589,900			952,099

Net (Decrease) Increase in Cash		(31,836	)		181,595

Cash Balance at Beginning of Year		181,995			400

Cash Balance at End of Year	$	150,159		$	181,995

Supplemental Disclosures:
Interest Paid	$	1,842		$	9,335
Taxes Paid	$	1,600		$	-
				(Continued)

The accompanying notes are an integral part of these financial statements

F-6

OVERNEAR, INC.

STATEMENT OF CASH FLOWS

Non cash activities for the year ended December 31, 2012:

The Company issued 40,000 shares of its common stock valued at $4,000 in payment of settlement of accounts payable.

The Company issued warrants to purchase 125,000 shares of its common stock valued at $2,272 in connection with software development.

Non cash activities for the year ended December 31, 2011:

The Company issued 1,405,332 shares of its common stock valued at $53,402 in payment of settlement of accounts payable.

The Company issued 7,416,987 shares to its officers valued at $185,425 in payment of settlement of deferred compensation.

The Company issued 276,000 warrants valued at $24,923 in connection with software development.

The Company issued 1,050,000 shares of its common stock valued at $52,500 in payment of consulting services.

The accompanying notes are an integral part of these financial statements

F-7

OVERNEAR, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

OverNear, Inc. (“the Company”) was incorporated on July 22, 2010 in the State of Nevada as Awesome Living, Inc. On June 20, 2011, the name of the corporation was changed to be OverNear, Inc. The Company’s headquarters are located in Beverly Hills, California.

The Company was in the process of developing a location-based social networking and mobile advertising platform which was released for use by the general public in January 2013.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

F-8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of long-lived assets : The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the years ended December 31, 2012 and 2011.

Fair value of financial instruments : All financial instruments are carried at amounts that approximate estimated fair value.

Income Taxes: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes” (“FASB ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2012 and 2011, the Company has established a full reserve against all deferred tax assets.

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

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

New Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.

F-9

NOTE 3 – 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 to use working capital.

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

NOTE 4 – PREPAID EXPENSES

Prepaid expenses consisted of the following:

	December 31,
	2012		2011

Consulting and Professional Fees	$	14,387	$	45,375
Rent and Other		-		6,600

Total Prepaid Expenses	$	14,387	$	51,975

NOTE 5 – FURNITURE AND EQUIPMENT

Furniture and Equipment consisted of the following:

	December 31,
	2012			2011

Furniture and Equipment	$	32,479		$	17,960
Accumulated Depreciation		(12,241	)		(5,967	)

Furniture and Equipment, net	$	20,238		$	11,993

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2012		2011

Accrued Salaries and related expenses	$	47,519	$	125,801
Accrued Income Tax		1,600		2,400
Accrued Professional Fees		30,553		10,158
Total Accrued Liabilities	$	79,672	$	138,359

F-10

NOTE 7 – SETTLEMENT PAYABLE

In November 2011, the Company settled a legal dispute for the total amount of $275,000, of which $50,000 was paid on December 15, 2011 with the remainder payable in monthly installments of $6,250 through December 7, 2014.

Total settlement payable, as of December 31, 2012	$	150,000

Current portion of settlement payable		75,000

Settlement payable, net of current portion	$	75,000

The following schedule represents maturities of the settlement payable for the years ending December 31,

2013	$	75,000
2014		75,000

	$	150,000

NOTE 8 – PROVISION FOR INCOME TAXES

Income taxes (benefit) consisted of the following:

	Year Ended December 31,
	2012			2011
Current:
Federal	$	-		$	-
State		800			800
Deferred:
Federal		(477,000	)		(221,000	)
State		(136,000	)		(94,000	)

		(613,000	)		(315,000	)
Valuation allowance		613,000			315,000

		-			-

	$	800		$	800

Income taxes are disproportionate to income due to net operating loss carryforwards, which are fully reserved. As of the balance sheet date, the Company has federal and state net operating loss carryforwards of approximately $3,500,000 each, which will begin to expire in 2032 and 2022, respectively. The tax benefit of such net operating losses is recorded as an asset to the extent management assesses the utilization of such net operating losses to be more likely than not. Based upon the Company’s short term historical operating performance, the Company has established a valuation allowance for any income tax benefit recorded for its net operating loss carryforwards.

F-11

NOTE 8 – PROVISION FOR INCOME TAXES (continued)

The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2012 and 2011:

	Year Ended December 31,
	2012			2011
Current deferred income tax assets:
Accrued officers’ salaries	$	8,000		$	48,000
Other		11,000			8,000
Less valuation allowance		(19,000	)		(56,000	)

Net current deferred tax assets	$	-		$	-

Non-current deferred income tax assets and liabilities:
Net operating loss carryforwards	$	1,398,000		$	628,000
Stock based compensation		20,000			-
Other		7,000			-
Accumulated depreciation of furniture and equipment		(201,000	)		(54,000	)
Less valuation allowance		(1,224,000	)		(574,000	)

Net non-current deferred tax assets	$	-		$	-

The Company has applied the provision of FASB ASC 740, “Income Tax” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition of the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. At December 31, 2012 and 2011, the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2012 and 2011, the Company has no accrued interest and penalties related to uncertain tax positions.

The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company currently is not under examination by any tax authority.

The reconciliation between the statutory income tax rate and the effective tax rate is as follows:

Statutory federal income tax rate	(34.0	)%
States taxes	(5.8	)
Stock based compensation	4.7
Other	0.4
Valuation reserve for income taxes	34.7
	-	%

F-12

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock

During the year ended December 31, 2012, stockholders’ equity consisted of the following transactions: (1) the issuance to an investor in a private placement, in consideration of $250,000, of an aggregate 2,500,000 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.10 per unit, (2) the issuance to investors in a private placement, in consideration of $772,000, of an aggregate 3,088,000 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.25 per unit, (3) the issuance of warrants to purchase 5,588,000 shares of the Company’s common stock in connection with the private placement, the fair value of which was determined to be $160,898, (4) the issuance of an aggregate 1,485,246 shares of the Company’s common stock with a value of $314,810 for consulting services, (5) the issuance of 40,000 shares of the Company’s common stock with a value of $4,000 in payment of settlement of accounts payable, (6) the issuance of 700,000 warrants with a value of $5,825 for consulting services for the year ended December 31, 2012, (7) the issuance of 125,000 warrants with a value of $2,272 for software development during the year ended December 31, 2012.

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”). There were no other designated series of preferred stock as of December 31, 2012.

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 year ended December 31, 2012.

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.

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

In connection with the sale of units, the Company issued warrants to its placement agent to purchase 156,000 shares of Company’s common stock. The fair value of warrants was determined to be $9,524.

In connection with the sale of units, the company incurred offering cost of $82,100.

F-13

NOTE 10 – NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share:

	December 31,
	2012			2011

Numerator:
Net Loss	$	(1,764,894	)	$	(1,244,801	)
Denominator:
Weighted Average of Common Shares		51,660,735			36,278,475

Basic and Diluted Net Loss per Share	$	(0.03	)	$	(0.03	)

There were no dilutive securities as of December 31, 2012 and 2011.

There were 36,705,000 and 24,826,000 warrants and stock options that were excluded from the calculation of diluted net loss per share for the year ended December 31, 2012 and 2011, because they were anti-dilutive.

NOTE 11 – 2010 STOCK OPTION PLAN

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.

On November 29, 2012, the Company entered into a consulting agreement and in consideration of the consulting services, the Company agreed to grant the consultant a non-qualified option to purchase 2,100,000 shares of the Company’s common stock at the exercise price of $0.10 per share. The option shall become exercisable at the rate of 300,000 shares upon execution of the agreement and 150,000 shares every three months, commencing on the date of the agreement. The options were valued at $301,350 using the Black-Scholes option pricing model. Amount of $50,225 relating to these options was expensed during the year ended December 31, 2012.

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

	For the year ended
	December 31, 2012

Risk-free interest rate		0.42	%
Expected dividend yield		0	%
Expected lives	3.5 years
Expected volatility		70	%

F-14

NOTE 11 – 2010 STOCK OPTION PLAN (Continued)

A summary of the status of stock options issued by the Company as of December 31, 2012 is presented in the following table:

	For the year ended 2012				For the year ended 2011
	Number of		Average		Number of		Average
	Shares		Price		Shares		Price
Outstanding at the beginning of year		15,000,000	$	0.025		-		N/A
Granted		2,100,000	$	0.1		15,000,000	$	0.025
Exercised/Expired/Cancelled		-		N/A		-		N/A
Outstanding at the end of period		17,100,000	$	0.034		15,000,000	$	0.025

Exercisable at the end of period		7,800,000	$	0.028		1,500,000	$	0.025

The following table sets forth additional information about stock options outstanding at December 31, 2012:

Weighted

Average

Weighted

Range of

Remaining

Average

Exercise

Options

Contractual

Exercise

Options

Prices

Outstanding

Life

Price

Exercisable

$ 0.025 - 0.1

17,100,000

7.32

0.034

7,800,000

As of December 31, 2012, there was $776,125 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 2.55 years.

NOTE 12 – STOCK WARRANTS

During the year ended December 31, 2012, (1) the Company issued stock purchase warrants to investors in private placements for the right to purchase 2,500,000, 3,210,000 and 3,088,000 shares of the Company’s common stock at $0.25, $0.50 and $0.75 per share, respectively. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $46,000, $135,141 and $114,898, respectively using the Black-Scholes option pricing model.

On March 20, 2012, the Company entered into a consulting agreement pursuant to which a warrant to purchase 200,000 shares of the Company’s common stock at $0.25 per share were issued. The warrant has a cashless exercise feature and vest as follows: (a) 25,000 shares after six months after the date of the agreement, (b) 100,000 shares after twelve months after the date of the agreement, and (c) 75,000 shares eighteen months after the date of the agreement. The warrants were valued at $18,840 using the Black-Scholes option pricing model. Amount of $2,878 relating to these warrants was expensed during the year ended December 31, 2012.

On November 1, 2012, the Company entered into a consulting agreement pursuant to which a warrant to purchase 500,000 shares of the Company’s common stock at $0.25 per share were issued. The warrant has a cashless exercise feature and vests as follows: (a) 50,000 shares three months after the date of the agreement, (b) 50,000 shares six months after the date of the agreement, (c) 100,000 shares nine months after the date of the agreement, and (d) 300,000 shares twelve months after the date of the agreement. The warrants were valued at $44,200 using the Black-Scholes option pricing model. The amount of $2,947 relating to these warrants was expensed during the year ended December 31, 2012.

F-15

NOTE 12 – 2010 STOCK WARRANTS (continued)

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

On October 15, 2012, the Company entered into a software development agreement pursuant to which a warrant to purchase 125,000 shares of Company’s common stock at $0.30 issued. The warrant has a cashless exercise feature and vests as follows: (a) 70,000 shares six months after the date of the agreement, and (b) 55,000 shares twelve months after the date of the agreement. The warrants were valued at $9,738 using the Black-Scholes option pricing model, of this amount $2,272 has become capitalized as software development cost during the year ended December 31, 2012.

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

	For the year ended
	December 31, 2012

Risk-free interest rate		0.27 - 0.73%
Expected dividend yield		0%
Expected lives	2.5 - 3.35 years
Expected volatility		70%

Warrants to purchase 19,605,000 shares of the Company’s common stock with exercise prices ranging from $0.10 to $0.75 were outstanding as of December 31, 2012.

NOTE 13 – EMPLOYMENT AGREEMENTS

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. Per the amendment to the agreement dated August 8, 2010, Mr. Glaser is compensated with an annual salary of $180,000. Mr. Glaser’s annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). 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 December 31, 2012 and the remainder of which will become exercisable on the following schedule: 500,000 shares at the end of each subsequent six (6) month period. The options expire 10 years after grant.

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

F-16

NOTE 13 – EMPLOYMENT AGREEMENTS (continued)

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. Per the amendment to the agreement dated August 8, 2010, Mr. Tannous is compensated with an annual salary of $180,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues.

As a signing bonus, Mr. Fred Tannous was issued shares of OverNear’s common stock valued at $50,000. Mr. Fred Tannous will also receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). 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 1,000,000 shares became exercisable on December 31, 2010 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the end of each subsequent six (6) month period. The options expire 10 years after grant.

In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. 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 OverNear on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Tannous.

In the event of Mr. Tannous’ termination without cause by OverNear, 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.

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

2013	$	360,000
2014		360,000
2015		360,000
2016		75,000

	$	1,155,000

NOTE 14 – LEASE COMMITMENTS

The Company leases its office facilities on a month-to-month basis and under a lease agreement from an unrelated party pursuant to the lease agreement expiring on October 31, 2013. The Company’s rent expense for the years ended December 31, 2012, and 2011 was approximately $41,000 and $3,000, respectively.

The Company’s lease obligation under the lease as of December 31, 2012 amount to $19,800.

F-17

NOTE 15 – GAIN ON FORGIVENESS OF DEBT

During the years ended December 31, 2012 and 2011, the Company entered into arrangements with various professional service providers for amounts less than the liability recorded in accounts payable. As a result of these transactions, the Company recorded gain on forgiveness of debt of$10,847 and $237,895 for the years ended December 31, 2012 and 2011, respectively.

NOTE 16 – SUBSEQUENT EVENTS

During the first quarter of 2013, the Company commenced a private placement offering of its equity securities for the sale of units consisting of common stock and warrants which have a value of $25,000 per unit for an amount up to $2,500,000. Each unit consists of (1) 100,000 shares of common stock and, (2) warrants to purchase 100,000 shares of common stock at an exercise price of $0.50 per share with immediate vesting and 5 years to exercise. As of April 15, 2013, the Company has sold 12 units for proceeds of $300,000.

F-18

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements		4
Summary		5
Risk Factors		7
The Offering		18
Use of Proceeds		19
Capitalization		20
Dilution		21
Shares Eligible for Future Sale		21
Market for Common Equity and Related Stockholder Matters		22
Summary Financial Data		24
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Business		30
Description of Property		38
Legal Proceedings		38
Management		38
Executive Compensation		40
Security Ownership of Certain Beneficial Holders and Management		44
Certain Relationships and Related Party Transactions		45
Plan of Distribution		46
Description of Capital Stock		48
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		52
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		53
Legal Matters		53
Experts		53
Where You Can Find More Information		53
Index to Financial Statements		F-1

Until [A DATE WHICH IS 90 DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

OverNear, Inc.

10,000,000 Shares

Common Stock

[RESALE PROSPECTUS ALTERNATE PAGE]

SUBJECT TO COMPLETION DATED May 13, 2013

Prospectus

OVERNEAR, INC.

16,978,896 shares of common stock

This Registration Statement of OverNear, Inc. (the “Company”) and the prospectus contained herein register two transactions: (1) the distribution of 10,558,896 shares (the “Distribution Shares”) of our common stock, par value $0.001 per share, to the shareholders of Innolog Holdings Corporation (formerly named uKarma Corporation, or “Innolog”) as a result of a Spin-Off transaction (the “Distribution” or “Spin-Off”) and (2) the resale (the “Resale”) of an aggregate of 6,420,000 shares of our common stock (the “Resale Shares”) underlying 3,210,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants to purchase 3,210,000 shares of our common stock (the “Warrants”) owned by twenty-two (22) selling shareholders (the “Selling Shareholders”) described more fully herein.

Innolog currently owns 18.39% of OverNear’s issued and outstanding common stock. Following the Spin-Off, Innolog’s shares will be distributed to uKarma’s shareholders of record on August 12, 2010 and Innolog will not be a shareholder of OverNear. We expect that the Distribution will be made within 30 days of the date of the final prospectus to the holders of record of Innolog common stock on August 12, 2010. Holder of record of Innolog common stock at the close of business on the record date will receive, at the time of the Distribution, one (1) share of common stock of OverNear for every five (5) shares of Innolog common stock, which on a post 11.120904:1 reverse stock split basis, which split of Innolog’s issued and outstanding common stock was effected on August 18, 2010, equates to 2.2241808 shares of OverNear common stock for every one (1) share of Innolog common stock, resulting in a pro rata distribution of OverNear’s shares to Innolog’s shareholders. All fractional shares will be rounded up to the nearest whole number.

Additionally, the Selling Shareholders are offering the Resale Shares of our common stock pursuant to this Prospectus, and the Registration Statement of which it is a part. The Selling Stockholders will receive all of the proceeds from the sale of the Resale Shares and we will receive none of those proceeds.

Innolog is an "underwriter" within the meaning of the Securities Act of 1933 in connection with the Distribution. The shareholders of Innolog receiving shares in the Distribution may be considered underwriters within the meaning of the Securities Act of 1933 in connection with the resale of the Distribution Shares.

We do not expect any secondary market in our common stock to develop in the near future. As a result, you should not expect to be able to resell your common stock regardless of how we perform and, if you are able to sell your common stock, you may receive less than your purchase price. While we currently intend to seek listing of our shares on a national securities exchange or quotation of our shares on the OTC Bulletin Board and/or the OTCQB, depending upon our qualifications at the time, there can be no assurance that we will be successful in doing so. As a result of these factors, an investment in our common stock is not suitable for investors who require short or medium term liquidity.

[RESALE PROSPECTUS ALTERNATE PAGE]

Simultaneously with the offering being conducted pursuant to this Prospectus, we have another concurrent offering of our shares that will have a dilutive effect on any purchaser of shares under this Prospectus and the Registration Statement of which it is a part. We are conducting an offering pursuant to another prospectus (the “Direct Offering Prospectus”), which registers the sale by the Company of up to 10,000,000 shares (the “Direct Offering Shares”) of our common stock. The sales of the Direct Offering Shares under the Direct Offering Prospectus will be sold on a “best-efforts” self-underwritten basis, not including selling commissions of up to 9.26% of the aggregate offering price which may be payable with to respect to those shares offered and sold through any underwriters, broker-dealers or selling agents (“Selling Agents”) with whom we enter agreements for the sale of the securities on the Company’s behalf. We cannot determine how long it will take for the shares to be sold, or whether we will be successful in selling any of the shares. The sales of the Direct Offering Shares are not covered by this Prospectus. As such, there are a total of 26,978,896 shares of our common stock registered for sale, resale, or distribution under this and the other prospectus referred to above, although there is no guarantee that all of the shares will be sold or distributed.

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully.

The date of this prospectus is , 2013

[RESALE PROSPECTUS ALTERNATE PAGE]

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements		4
Summary		58
Risk Factors		7
The Offering		59
Questions and Answers About the Company and the Spin-Off		61
The Spin Off		64
Use of Proceeds		66
Shares Eligible for Future Sale		21
Market for Common Equity and Related Stockholder Matters		22
Summary Financial Data		24
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Business		30
Description of Property		38
Legal Proceedings		38
Management		38
Executive Compensation		40
Security Ownership of Certain Beneficial Holders and Management		44
Certain Relationships and Related Party Transactions		45
Plan of Distribution		46
Description of Capital Stock		48
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		52
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		53
Legal Matters		53
Experts		53
Where You Can Find More Information		53
Index to Financial Statements		F-1

[RESALE PROSPECTUS ALTERNATE PAGE]

SUMMARY

Our Business

Our Relationship with Innolog

Corporate Information

Our principal executive offices are located at 1460 4th St., Suite 304 Santa Monica, California 90401, and our telephone number is (310) 744-6060. We maintain websites at www.overnear.com. Our websites and the information contained on those sites, or connected to those sites, are not incorporated into this prospectus.

Risks Affecting Our Business

Our business is subject to various risks. For a description of these risks, see the section titled “Risk Factors” beginning on page 6 of this prospectus.

[RESALE PROSPECTUS ALTERNATE PAGE]

THE OFFERING

Summary of the Transactions Covered by this Registration Statement and Prospectus

As noted above, this Prospectus, and the Registration Statement of which it is a part, cover two separate transactions and issuances of shares of the Company: (1) the distribution of 10,558,896 shares (the “Distribution Shares”) of our common stock, par value $0.001 per share, to the shareholders of Innolog Holdings Corporation (formerly named uKarma Corporation, or “Innolog”) as a result of a Spin-Off transaction (the “Distribution” or “Spin-Off”) and (2) the resale (the “Resale”) of an aggregate of 6,420,000 shares of our common stock (the “Resale Shares”) underlying 3,210,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and warrants to purchase 3,210,000 shares of our common stock (the “Warrants”) owned by twenty-two (22) selling shareholders (the “Selling Shareholders”).

The Spin-Off

The Distribution Shares will be issued in connection with a Spin-Off of the Company from Innolog summarized below and described in more detail in the section entitled “The Spin-Off” on page 23.

The following is a brief summary of the material terms and conditions of the Spin-Off. Please see “Questions and Answers about the Company and the Spin-Off” for a more detailed description of the matters described below.

The Distribution will be made within 30 days of the date of the final prospectus to the holders of record of Innolog common stock on August 12, 2010. Holders of record of Innolog common stock at the close of business on the record date will receive one (1) share of common stock of OverNear for every five (5) shares of Innolog common stock, which on a post 11.120904:1 reverse stock split basis, which split of Innolog’s issued and outstanding common stock was effected on August 18, 2010, equates to 2.2241808 shares of OverNear common stock for every one (1) share of Innolog common stock, resulting in a pro rata distribution of OverNear’s shares to Innolog’s shareholders. All fractional shares will be rounded up to the nearest whole number. A book-entry account statement reflecting your ownership of whole shares of our common stock will be mailed to you, or your brokerage account will be credited for the shares, within 30 days of the Distribution.

Innolog shareholders will not be required to make any payment for the Distribution Shares, nor will they be required to surrender or exchange their shares of Innolog common stock or take any other action in order to receive our common stock in the Spin-Off.

The Spin-Off may or may not be tax-free for Innolog shareholders. We do not have any ruling from the U.S. Internal Revenue Service nor do we have a favorable opinion by our accounting firm or any other expert confirming the Spin-Off’s tax status. Innolog shareholders should consult with their own tax advisor as to the particular consequences of the Spin-Off to them.

No action will be required of Innolog shareholders to receive the Distribution Shares.

The Distribution

Common Stock to be distributed by Innolog		10,558,896
Common Stock outstanding before the Distribution		57,413,208
Common Stock outstanding after the Distribution(1)		67,413,208
Gross proceeds	$	0

(1) Presuming the Maximum Offering Amount is also sold under the Direct Offering

[RESALE PROSPECTUS ALTERNATE PAGE]

The Resale

The following individuals are the Selling Shareholders who are selling the Resale Shares covered by this Registration Statement:

Name		Number of Resale Shares
Adam S. Glatzer		240,000
Dylan Ade		240,000
David Lee		240,000
Scott R. Powell		240,000
Ronald J. Glatzer		240,000
Serpentine Ventures, Inc.		240,000
David Ostrov		240,000
Shiraz Patel		240,000
Lawrence Sucharow		240,000
Michael C. Fox Revocable Trust dated 5/5/05		240,000
Fernando J. Davila		200,000
Steven W. Colon		240,000
Gerald McFadden		2,000,000
Mark Nelsen		120,000
Jeffrey Snellenburg		240,000
Rhoda Kaufman, TOD Jeffrey Kaufman		8,000
Rhoda Kaufman, TOD Barbara Kaufman		8,000
Rhoda Kaufman, TOD Howard Kaufman		8,000
Gianfranco Mattiacci		16,000
Jeffrey and Jessica Kaufman		60,000
Amr Diab		970,000
Henry Nahmad		160,000
Total:		6,420,000

Each of the Selling Shareholders received the Resale Shares, the potential sale of which is covered by this Prospectus and the Registration Statement pursuant to the terms and conditions of those certain Subscription Agreements (the "Subscription Agreements"), in connection with a private placement offering (the “Offering”) of Units, sold at a per Unit purchase price of $30,000. Each Unit consisted of (i) 120,000 shares of the Company's Series A Preferred Stock, par value $.001 (the “Shares” or the “Series A Preferred Stock”), and (ii) a five-year redeemable warrant (collectively, the “Warrants”) to purchase 120,000 shares of the Company’s common stock, exercisable at an exercise price of $0.50 per share. The Company has issued an aggregate of 3,210,000 Shares and Warrants to purchase an aggregate of 3,210,000 shares of Common Stock in connection with the Offering. Pursuant to the terms of the Offering, the Shares and Warrants issued in the Offering provided the Selling Shareholders with registration rights covering both the common stock underlying the Shares and issuable upon exercise of the Warrants. The Selling Shareholders seek to resell these shares pursuant to this Prospectus and the Registration Statement of which it is a part.

Once the Registration Statement of which this Prospectus is part becomes effective with the Securities and Exchange Commission (the “SEC”), and once a public market develops, the Selling Shareholders will be able to sell the Resale Shares in public transactions or otherwise, on a national securities exchange or the OTC Bulletin Board (or such other public market as may develop) or in privately negotiated transactions. Those resales may be at the then-prevailing market price or at any other price the Selling Shareholders may negotiate. There is no guarantee that a public market in our common stock will develop in the near future or ever, although we intend to use our best efforts to develop a public market for the Company’s common stock.

[RESALE PROSPECTUS ALTERNATE PAGE]

QUESTIONS AND ANSWERS ABOUT THE COMPANY AND THE SPIN-OFF

Set forth below are commonly asked questions and answers about the Spin-Off. You should read the section entitled “The Spin-Off” beginning on page 23 of this prospectus for a more detailed description of the matters described below.

Q. Why am I receiving this document?

A. We are delivering this document to you because you were a holder of Innolog common stock on the record date for the Distribution of shares of our common stock. Accordingly, you are entitled to receive 2.2241808 shares of our common stock for every one (1) share of Innolog common stock that you held on the record date. Immediately after the Spin-Off, Innolog shareholders will still own their shares of Innolog common stock and the same shareholders will own a portion of our business, but they will own them as two separate investments rather than as a single investment. No action is required for you to participate in the Distribution.

Q. What is the Spin-Off?

A. The Spin-Off is the final step of separating the Company from Innolog through the pro rata distribution of our common stock by Innolog to holders of Innolog common stock.

Q. What is OverNear?

A. We were formed as a wholly owned subsidiary of Innolog, and Innolog currently owns 18.39% of our issued and outstanding common stock. We are an early stage company that plans to develop and market a location-based mobile messaging platform and mobile application to connect people to people and merchants to shoppers. Following the Distribution, we will be a public company independent from Innolog, and Innolog will not retain any ownership interest in us.

Q. Why is Innolog separating the Company and distributing its stock?

A. We believe that since our business is not related to Innolog’s, we will be able to better operate, value, and capitalize OverNear along with being able to better attract synergistic products and talent to grow our business. For a further explanation of the reasons for the Spin-Off and more information about our business, see “The Spin-Off – Reasons for the Spin-Off” and “Business.”

Q. Why is the separation of the two companies structured as a Spin-Off?

A. Innolog’s Board of Directors believes that the Distribution is a cost-effective way to separate the companies.

Q. What is the record date for the Distribution?

A. The record date is August 12, 2010, and ownership will be determined as of 4:00 p.m., Eastern time, on that date.

Q. When will the Distribution occur?

A. Shares of our common stock will be distributed within 30 days of the date of the final prospectus (the “Distribution Date”).

Q. What will happen to the quotation of Innolog common stock?

A. Nothing. Innolog common stock will continue to be quoted on the OTCBB under the symbol “INHC.”

[RESALE PROSPECTUS ALTERNATE PAGE]

Q. Will the Spin-Off affect the market price of my shares of Innolog common stock?

A. Yes. As a result of the Spin-Off, we expect the combined trading prices of Innolog common stock and our common stock after the Distribution Date may fluctuate more than the trading price of Innolog common stock prior to the Distribution Date.

Q. Will Innolog distribute fractional shares?

A. No. Fractional shares will be rounded up to the nearest whole number.

Q. What does an Innolog shareholder need to do now?

A. Innolog shareholders do not need to take any action, although we urge you to read this entire document carefully. The approval of Innolog’s majority shareholders was already obtained to effect the Spin-Off, and Innolog shareholders have no appraisal rights in connection with the Spin-Off. Innolog is not seeking a proxy from any shareholders, and you are requested not to send us a proxy.

Innolog shareholders will not be required to pay anything for the shares of our common stock distributed in the Spin-Off or to surrender any shares of Innolog common stock. Innolog shareholders should not send in their Innolog stock certificates. Innolog shareholders will automatically receive their shares of our common stock when the Spin-Off is completed.

Q. Are there risks to owning OverNear common stock?

A. Yes. Our business is subject to both general and specific risks relating to our operations. In addition, the Spin-Off from Innolog presents risks relating to our becoming an independent publicly traded company as well as risks relating to the nature of the Spin-Off transaction itself. See “Risk Factors.”

Q. What are the federal income tax consequences of the Spin-Off to Innolog shareholders?

A. The Spin-Off may or may not be tax-free to Innolog shareholders. If Innolog shareholders do not recognize gain or loss on the receipt of shares of our common stock in the Spin-Off, Innolog shareholders will apportion their tax basis in their Innolog common stock between such Innolog common stock and our common stock received in the Spin-Off in proportion to the relative fair market values of such stock at the time of the Spin-Off. An Innolog shareholder’s holding period for our common stock received in the Spin-Off will include the period for which that shareholder’s Innolog common stock was held.

If instead the Spin-Off is determined to be a taxable transaction, a taxable U.S. shareholder receiving shares of our common stock in the Spin-Off would be treated as if such shareholder had received a taxable distribution in an amount equal to the fair market value of our common stock received, which, based on Innolog facts, could potentially give rise to a dividend. Subject to certain limitations, this dividend would be taxable to individuals at a 15% rate. In addition, if the Spin-Off is treated as a taxable transaction, a shareholder’s tax basis in our common stock would be equal to its fair market value at the time of the Spin-Off, and the holding period in our common stock would begin the day after the Spin-Off. Depending on the circumstances, in a taxable Spin-Off transaction, non-U.S. shareholders may be subject to a withholding tax at a rate of 30% on the fair market value of the common stock received by them. See also “The Spin-Off – Important Federal Income Tax Consequences”; however, you should consult your own tax advisor as to the particular consequences of the Spin-Off to you.

Q. What if I want to sell my Innolog common stock or my OverNear common stock?

A. You should consult with your own financial advisors, such as your stockbroker, bank, or tax advisor. Neither we nor Innolog makes any recommendation on the purchase, retention, or sale of shares of Innolog common stock or OverNear common stock to be distributed. If you do decide to sell any shares, you should make sure your stockbroker, bank, or other nominee understands whether you want to sell your Innolog common stock or your OverNear common stock after it is distributed, or both.

[RESALE PROSPECTUS ALTERNATE PAGE]

Q. Where will I be able to trade shares of my OverNear common stock?

A. There is not currently a public market for our common stock. We intend to apply to have our common stock listed on a national securities exchange or authorized for quotation on the OTC Bulletin Board, depending on our qualifications at the time, with a symbol assigned by FINRA. We cannot, however, ensure that we will be successful in doing so or that an active trading market will exist thereafter.

Q. Where can Innolog shareholders get more information?

A. Before or after the Distribution, if you have any questions relating to the Distribution, you should contact:

Innolog Holdings Corporation	OverNear, Inc.
Investor Relations	Investor Relations
4000 Legato Road, Suite 830	1460 4th St., Suite 304
Fairfax, VA 22033	Santa Monica, California 90401
(703) 766-1412	(310) 744-6060

Q. Who will be the distribution agent, transfer agent, and registrar for OverNear common stock?

A. The distribution agent for our common stock will be VStock Transfer, LLC. After the Distribution, the transfer agent and registrar for our common stock will be VStock Transfer, LLC.

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THE SPIN-OFF

Background Information

On August 11, 2010, uKarma, GCC Merger Sub Corp., as uKarma’s wholly owned Nevada subsidiary (“Merger Sub”), Galen Capital Corporation, a Nevada corporation, and Innolog Holdings Corporation, a Nevada corporation (“Innolog Predecessor” and currently known as Innolog Group Corporation), entered into an Amended and Restated Merger Agreement. The agreement provided that Innolog Predecessor would be merged with Merger Sub, with Innolog Predecessor surviving the merger as uKarma’s wholly owned subsidiary. This merger closed on August 18, 2010 and uKarma subsequently changed its name to Innolog Holdings Corporation.

uKarma’s board of directors approved the merger because it believed the merger would provide it the ability to raise capital without diluting its shareholders and without having to either accept a highly dilutive funding or not receiving funding to continue operations. The negative factor associated with the merger is that uKarma’s shareholders who invested in a public company are investors post-merger in a non-publicly traded company with uncertain value on their original investment.

Reasons for the Spin-Off

On August 10, 2010, uKarma’s board of directors also approved the Spin-Off. References to “Innolog” in the rest of this “The Spin-Off” section mean “uKarma.”

Innolog believed that the subsequent Spin-Off would enhance value for its shareholders and our shareholders by creating significant opportunities and benefits, including:

●

receiving capital without diluting Innolog’s shareholders as a result of the terms of the merger. OverNear, and its operating business formerly known as uKarma, received $525,000 from Innolog Predecessor without selling shares of stock, which would have diluted our shareholders.

●

segregating businesses that have operations with no synergy and that may be valued greater as separate public companies. We believe that by segregating Innolog and OverNear, the defense and mobile messaging businesses, respectively, will be better able to be valued independently, allowing for the potential of greater shareholder value.

●

allowing our management to focus its efforts on maximizing the value of its mobile messaging business. We believe that being a separate company without being under the umbrella and directorship of an unrelated business will allow the Company to attract better management, business opportunities, capital, and value for our shareholders.

●

unlocking shareholder value by shareholders owning stock in two companies rather than one. We believe that segregating two businesses in different fields will allow investors to appropriately value each company and allow our shareholders to maximize their investment opportunities.

The negative factor associated with the Spin-Off is the uncertainty of value and liquidity of our stock, presuming we are able to obtain listing on a national securities exchange or quotation on the OTCBB. There is also no certainty that we will be able to raise the capital we need as a public company.

Manner of Effecting the Spin-Off

Innolog’s shareholders of record on August 12, 2010 are not required to pay for shares of our common stock to be received in connection with the Spin-Off. No additional vote of Innolog shareholders is required or sought in connection with the Spin-Off, and Innolog record holders have no appraisal rights in connection with the Distribution.

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Results of the Spin-Off

Following the Distribution Date, we will be an independent, public company owning and operating a mobile messaging business. Following the Spin-Off and presuming the Maximum Offering Amount is sold under the Direct Offering, we will have 67,413,208 shares outstanding, presuming no other shares are issued in the interim. Shareholder approval of the Spin-Off was not required, and Innolog shareholders are not required to take any action to receive their OverNear common stock.

Important Federal Income Tax Consequences

This summary discusses material federal income tax consequences to Innolog shareholders who receive our stock in the Spin-Off. This discussion is based upon the Internal Revenue Code, Treasury regulations, published positions of the Internal Revenue Service (the “IRS”), judicial decisions, and other applicable authorities, all as currently in effect, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of this discussion. The discussion does not address the effects of the Spin-Off under any state, local, or foreign tax laws.

The Spin-Off may or may not be tax-free to the Innolog shareholders for U.S. federal income tax purposes. You are urged to consult a tax advisor to determine the particular tax consequences of the Spin-Off to you, including the effect of any federal, state, local, and any other tax laws.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE SPIN-OFF, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX LAWS, IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF POSSIBLE CHANGES IN LAW ON THE TAX CONSEQUENCES DESCRIBED IN THIS SUMMARY.

Market for Our Common Stock

There is no trading market for our common stock. We expect that to either apply for listing on a national securities exchange or that a market maker will file a 15c2-11 with FINRA to obtain a symbol for our common stock and begin quotation sometime thereafter. We cannot, however, ensure that we will be successful in either case or that an active trading market will exist thereafter.

Shares of our common stock distributed to holders in connection with the Spin-Off will, as of the Distribution Date, be transferable without registration under the Securities Act of 1933, as amended (the “Securities Act”) except for shares received by persons who may be deemed to be our affiliates. Our affiliates after the Distribution generally will include individuals or entities that control, are controlled by, or are under common control with us, which may include our executive officers, directors, or principal shareholders. Securities held by our affiliates will be subject to resale restrictions under the Securities Act.

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USE OF PROCEEDS

We will not receive any proceeds from the Distribution of our common stock in the Spin-Off.

All of the Resale Shares, if and when sold, are being offered and sold by the Selling Shareholders or their pledgees, donees, transferees or other successors in interest. We will not receive any proceeds from those sales.

Information Regarding Innolog and the Selling Shareholders

The following table provides information about the actual and potential ownership of shares of our common stock by Innolog and the Selling Shareholders, and the number of such shares included for sale in this Prospectus.

The following information is not determinative of any Selling Stockholder’s beneficial ownership of our common stock pursuant to Rule 13d-3 or any other provision under the Securities Exchange Act of 1934, as amended.

Name of Selling Shareholder	Shares Owned by Selling Shareholder Prior to Offering		Percentage of Stock Owned By Selling Shareholder Prior to Offering(1)	Number of Shares of Common Stock Offered Hereby (2)		Number of Shares of Common Stock Owned After Offering		Percentage of Common Stock Beneficially Owned After the Offering
Innolog Group Corporation		10,558,896	18.39%		10,558,896		0		0.00	%(3)
Salvia Officinalis Trust		300,000	<1%		300,000		0		0.00	%(4)
Adam S. Glatzer		240,000	<1%		240,000		0		0.00	%(4)
Dylan Ade		240,000	<1%		240,000		0		0.00	%(4)
David Lee		240,000	<1%		240,000		0		0.00	%(4)
Scott R. Powell		240,000	<1%		240,000		0		0.00	%(4)
Ronald J. Glatzer		240,000	<1%		240,000		0		0.00	%(4)
Serpentine Ventures, Inc.		240,000	<1%		240,000		0		0.00	%(4)
David Ostrov		240,000	<1%		240,000		0		0.00	%(4)
Shiraz Patel		240,000	<1%		240,000		0		0.00	%(4)
Lawrence Sucharow		240,000	<1%		240,000		0		0.00	%(4)
Michael C. Fox Revocable Trust dated 5/5/05		240,000	<1%		240,000		0		0.00	%(4)
Fernando J. Davila		200,000	<1%		200,000		0		0.00	%(4)
Steven W. Colon		240,000	<1%		240,000		0		0.00	%(4)
Gerald McFadden		2,000,000	3.48%		2,000,000		0		0.00	%(4)
Mark Nelsen		120,000	<1%		120,000		0		0.00	%(4)
Jeffrey Snellenburg		240,000	<1%		240,000		0		0.00	%(4)
Rhoda Kaufman, TOD Jeffrey Kaufman		8,000	<1%		8,000		0		0.00	%(4)
Rhoda Kaufman, TOD Barbara Kaufman		8,000	<1%		8,000		0		0.00	%(4)
Rhoda Kaufman, TOD Howard Kaufman		8,000	<1%		8,000		0		0.00	%(4)
Gianfranco Mattiacci		16,000	<1%		16,000		0		0.00	%(4)
Jeffrey and Jessica Kaufman		60,000	<1%		60,000		0		0.00	%(4)
Amr Diab		970,000	1.69%		970,000		0		0.00	%(4)
TOTAL		16,978,896	29.57%		16,978,896		0		0	%

(1) Based on 57,413,208 shares of the Company issued and outstanding as of May 5, 2013, excluding 3,210,000 shares of Series A Preferred Stock and outstanding warrants to purchase 3,210,000 shares of common stock, which are being offered for resale by the Selling Shareholders, plus outstanding warrants to purchase 2,480,000 shares of common stock not being registered for resale.

(2) The percentages set forth are not determinative of the Selling Shareholder's beneficial ownership of our common stock pursuant to Rule 13d-3 or any other provision under the Securities Exchange Act of 1934, as amended.

(3) In connection with the Distribution, Innolog will issue to its shareholders all of the shares of the Company owned by Innolog.

(4) There is no assurance that the Selling Shareholders will sell any or all of the Resale Shares offered hereby.

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PLAN OF DISTRIBUTION

Distribution Shares

This prospectus covers the distribution of 10,558,896 shares of our common stock owned by Innolog. The Distribution will be accomplished upon effectiveness of the Registration Statement of which this Prospectus is a part. The mechanics of the Distribution will be performed by our transfer agent, V Stock Transfer, LLC.

Innolog is an "underwriter" within the meaning of the Securities Act of 1933 in connection with the Distribution. The shareholders of Innolog receiving Distribution Shares may be considered "underwriters" within the meaning of the Securities Act of 1933 in connection with the resale of the Distribution Shares, although as of the date of this Prospectus, no market existed for our shares, and management was not aware of any shareholder who may engage in such transactions as of the date of this Prospectus. We have agreed to pay all fees and expenses incident to the registration of the common stock.

As of August 10, 2010, the shareholders of record of Innolog were the following:

Bill Glaser		Mark Abdou
Cede & Co.		Terry A. Moore
Fred Tannous		Thomas W. Dunwell
Schwartz Holding		Cambridge Funding Group
Robert D. Vance		Julie B. Pronesti
Morrie R. Rubin		John S. Riga
William J. Clauss		Woodland Holding LLC
Curt Kramer		Jeremy L. Roll
Schwartz Holding		Paul J. Cammarata
Paul J Lohbeck		Alec Laken
Mark Lindon		Leonidas Group Holdings
Leonard Panzer		Alicia Macdonald
Maher Khoury		Morris Esquenazi
David Garcia & Cristina Meyer, Joint Tenants		Robert M. Jacobs
Peter Garabedian		Damon Premer
Richardson & Patel LLP		American India Foundation
Erick E. Richardson		William J. Clauss Trustee, William J. Clauss Trust 12/7/77
Caron Partners LP		Brian Cole
Seth Kramer		Robert S. Ellin
Harvey Sussman		Lawrence Isen Trustee, Marketbyte LLC Defined Benefit &Trust
Yoram Eliyahu		RP Capital LLC
Jay C. Palda		Tony Parnell
Scott Panzer		Frank Pearl
Randy Wear		Kevin Trosian
Bruce A. Fredrickson		Lance S. Cassell
Marc B. Rubin		Aaron Nerenberg
Erica Cohn		Lawrence C. Salerno
Daniel Engelman		Marc Sitzer
Carl Schwartz

Michael Cavalier Jr.		Keith E. Jacob Assoc Inc. Pension Plan
Nizan Inbar Usa LLC		Robert J Ravano Trustee, Robert J. Ravano Rev Trust 6/17/97
Robert J. Ravano		William Whitener
TDAmeritrade		Maria R. Thomas
Phil Beron		Ryan Goldstein
Robert J. Samanka		Jason Cavalier
Ellis G. San Jose & Marni Lynn San Jose, Joint Tenants		Victoria Goldstein
Andrew Kline		Alfred Ezekiel
Kevin J. Brown		Abhul Ladha
Holly Brown		Stephen A. Sussman
Mark Scharmann		Peter Abramowicz
Michael Siegel		Addison Adams
Basdai Sookor		Sean Fitzpatrick
Jonathan Roll		Erik Richardson Sr.
Harvey Sussman		Barbara Feldman
Summers Mckay Bruno		Thunderstream LLC
Roar LLC		Igal Feibush
Addison Adams		Ryan Hong
Lisa Momberger		Sylvia Karayan
Spin Shoppe Canvas Media		Kevin Leung
Anthony N. Dare
Jack Farbman & Thelma Farbman, Joint Tenants

Pursuant to SEC rules, all of the shareholders of Innolog named above may be deemed to be underwriters. Neither the Company nor Innolog is aware of the intentions of any of the Innolog Shareholders named above with respect to any future sales of the Distribution Shares.

For securities held in street name, we recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

On August 11, 2010, uKarma (currently Innolog), GCC Merger Sub Corp., as uKarma’s wholly owned Nevada subsidiary (“Merger Sub”), Galen Capital Corporation, a Nevada corporation, and Innolog Holdings Corporation, a Nevada corporation (“Innolog Predecessor” and currently known as Innolog Group Corporation), entered into an Amended and Restated Merger Agreement. The agreement provided that Innolog Predecessor would be merged with Merger Sub, with Innolog Predecessor surviving the merger as uKarma’s wholly owned subsidiary. We, and our operating business formerly known as uKarma, received $525,000 from Innolog Predecessor as consideration for this merger and $12,500 in expenses. The merger closed on August 18, 2010.

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Resale Shares

Once the Registration Statement of which this Prospectus is part becomes effective with the SEC, the Resale Shares covered by this Prospectus may be offered and sold from time to time by the Selling Shareholders or their pledgees, donees, transferees or successors in interest. Such sales may be made on a national securities exchange or the OTC Bulletin Board (or other such market or trading facility), in the over the counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Resale Shares may be sold by any means permitted under law, including one or more of the following:

●	a block trade in which a broker dealer engaged by the Selling Shareholder will attempt to sell the Resale Shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker dealer as principal and resale by such broker dealer for its account under this prospectus;

●	an over the counter distribution in accordance with the rules of the OTC Bulletin Board;

●	ordinary brokerage transactions in which the broker solicits purchasers; and

●	privately negotiated transactions.

In effecting sales, broker dealers engaged by the Selling Shareholders may arrange for other broker dealers to participate in the resales. In connection with distributions of the Resale Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker dealers. In connection with such transactions, broker dealers may engage in short sales of the Resale Shares covered by this Prospectus in the course of hedging the positions they assume with the Selling Shareholders. The Selling Shareholders may also sell the Resale Shares short and redeliver the Resale Shares to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker dealers which require the delivery to the broker dealer of the Resale Shares, which the broker dealer may resell or otherwise transfer under this prospectus. The Selling Shareholders may also loan or pledge the Resale Shares registered hereunder to a broker dealer and the broker dealer may sell the shares so loaned or upon a default the broker dealer may effect sales of the pledged shares pursuant to this Prospectus.

Broker dealers or agents may receive compensation in the form of commissions, discounts or concessions from the Selling Shareholders in amounts to be negotiated in connection with the sale. Such broker dealers and any other participating broker dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act.

The Company has advised the Selling Shareholders that the anti-manipulation rules under Regulation M of the Securities Exchange Act of 1934 may apply to sales of shares in the market and to the activities of the Selling Stockholders and their affiliates. In addition, we will make copies of this Prospectus available to the Selling Shareholders and have informed them of the need for delivery of copies of this Prospectus to purchasers at or prior to the time of any sale of the Resale Shares offered hereby.

All costs, expenses and fees in connection with the registration of the Resale Shares will be borne by the Company. Commissions and discounts, if any, attributable to the sales of the Resale Shares will be borne by the Selling Shareholders. The Selling Shareholders may agree to indemnify any broker dealer or agent that participates in transactions involving sales of the Resale Shares against certain liabilities, including liabilities arising under the Securities Act of 1933. We will not receive any proceeds from the sale of the Resale Shares.

The Company has agreed with the Selling Shareholders to keep the Registration Statement of which this Prospectus constitutes a part effective for the shorter period of either one year or until all of the Resale Shares have been sold by the Selling Shareholders. Trading of any unsold shares after the expiration of such period will be subject to compliance with all applicable securities laws, including Rule 144. The Selling Shareholders are not obligated to sell any or all of the Resale Shares covered by this Prospectus. In order to comply with the securities laws of certain states, the Resale Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, the sale and issuance of Resale Shares may be subject to the notice filing requirements of certain states.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, payable by the Company in connection with the distribution of securities registered on this registration statement. All amounts are estimates except the SEC registration fee.

Securities and Exchange Commission registration fee	$	1,840
FINRA notice fee		200
Legal fees and expenses		50,000
Accounting fees and expenses		5,000
Miscellaneous		10,000
Total	$	67,040

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Law

Charter Provisions and Other Arrangements of the Registrant

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On March 1, 2011, we issued to Bill Glaser 4,103,014 shares of our common stock in consideration for an aggregate $102,575 in deferred and accrued compensation as of February 28, 2011.

On March 1, 2011, we issued to Fred E. Tannous 3,313,973 shares of our common stock in consideration for an aggregate $82,850 in deferred and accrued compensation as of February 28, 2011.

On March 15, 2011, we issued to Fred E. Tannous 4,000,000 shares of our common stock as a signing bonus in connection with becoming our Chief Executive Officer.

On March 31, 2011, we issued shares of our common stock to the law firm of Richardson & Patel LLP in the form of (1) an aggregate 1,405,332 shares in consideration for $53,402.61 in accrued accounts payable liability through March 31, 2011, and (2) an aggregate 1,226,247 shares in consideration for a $46,597.39 retainer fee for legal services to be rendered by Richardson & Patel LLP.

On May 18, 2011, we issued 115,000 shares of our common stock to Jay Thomas, a consultant to the Company, in consideration for a $4,497 retainer fee for consulting services to be rendered.

On June 30, 2011, we issued an aggregate 1,850,000 shares of our common stock to 8 investors in a private placement of our common stock and warrants. As part of the offering, we also issued warrants to purchase an aggregate 1,850,000 shares of our common stock. The aggregate consideration paid by these investors was $185,000.

On July 15, 2011, we issued to Square One Solutions, Inc. a 5-year warrant to purchase up to 45,000 shares of our common stock at an exercise price of $0.01 per share as consideration for its services under a Master Service Agreement dated July 15, 2011.

On August 3, 2011, we issued to Square One Solutions, Inc. a 5-year warrant to purchase up to 231,000 shares of our common stock at an exercise price of $0.01 per share as consideration for its services under a Master Service Agreement dated July 15, 2011.

On September 30, 2011, we issued an aggregate 4,800,000 shares of our common stock to 14 investors in a private placement of our common stock and warrants. As part of this offering, we also issued warrants to purchase an aggregate 4,250,000 shares of our common stock. The aggregate consideration paid by these investors was $441,000.

From October 11, 2011 to December 30, 2011, the Company sold an aggregate 3,450,000 units each consisting of one share of the Company’s common stock and a warrant for the purchase of one share of the Company’s common stock. At a price of $0.10 per unit, the Company raised gross proceeds of $345,000.

During October 2011, the Company issued 1,097,500 shares of the Company’s common stock with a value of $57,250 for consulting services.

During the year ended December 31, 2012, the Company issued (1) an aggregate 2,500,000 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.10 per unit, in consideration of $250,000, (2) an aggregate of 3,088,000 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.25 per unit, in consideration of $772,000, (3) warrants to purchase 5,588,000 shares of the Company’s common stock in connection with the private placement, the fair value of which was determined to be $160,898, (4) an aggregate 1,485,246 shares of the Company’s common stock with a value of $314,810 for consulting services, (5) 40,000 shares of the Company’s common stock with a value of $4,000 in payment of settlement of accounts payable, (6) 700,000 warrants with a value of $5,825 for consulting services for the year ended December 31, 2012, and (7) 125,000 warrants with a value of $2,272 for software development during the year ended December 31, 2012.

No brokers or finders were used and no commissions or other fees have been paid by the Company in connection with the sale of securities described above. The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and the rules promulgated thereunder. Each of the above-referenced investors represented to us, as applicable, in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sales of the foregoing securities were made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Consulting Arrangement

Series A Preferred Stock Offering

As of December 31, 2012, the Company issued and sold an aggregate of 26.75 units (the "Units") to twenty (20) accredited investors for aggregate gross proceeds of $802,500, pursuant to the terms and conditions of those certain Subscription Agreements (the "Subscription Agreements"), in connection with closings of a private placement offering (the “Offering”) of Units, sold at a per Unit purchase price of $30,000, an aggregate of 3,210,000 Shares and Warrants to purchase an aggregate of 3,210,000 shares of Common Stock. Each Unit consists of (i) 120,000 shares of the Company's Series A Preferred Stock, par value $.001 (the “Shares” or the “Series A Preferred Stock”), and (ii) a five-year redeemable warrant (collectively, the “Warrants”) to purchase 120,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), exercisable at an exercise price of $0.50 per share. The Company paid cash commissions equal to $19,500 and $5,850 in connection with a non-accountable expense allowance to the placement agent in connection with the sale of Units. The Company has issued an aggregate of 3,210,000 Shares and Warrants to purchase an aggregate of 3,210,000 shares of Common Stock in connection with the Offering. In addition, the Company issued to the placement agent (1) five-year warrants to purchase 78,000 shares of Common Stock at an exercise price of $0.50 per share, on terms and conditions that are substantially similar to the terms and conditions of the Warrants issued to investors in the Offering (the "PA Common Stock Warrant") and (2) five-year warrants to purchase 78,000 shares of Series A Preferred Stock at an exercise price of $0.25 per share (the "PA Preferred Stock Warrant", together with the PA Common Stock Warrant, the "PA Warrants").

The securities underlying the Units, including the shares of Series A Preferred Stock, the Warrants, the PA Warrants and the Common Stock underlying the Warrants and the PA Warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or a valid exemption from registration. Furthermore, the Offering did not involve any public offering and the Company obtained representations from each investor that it was an “accredited investor” as that term is defined under Rule 501 of Regulation D.

Company 2013 Common Stock Offering

As of May 5, 2013, the Company had issued and sold an aggregate of 24.8 units (the "2013 Units") to nine (9) accredited investors for aggregate gross proceeds of $620,000, pursuant to the terms and conditions of those certain Subscription Agreements (the "2013 Subscription Agreements"), in connection with closings of a private placement offering (the “2013 Offering”) of 2013 Units, sold at a per Unit purchase price of $25,000, an aggregate of 2,480,000 shares of Common Stock (the “2013 Shares”) and warrants to purchase an aggregate of 2,480,000 shares of Common Stock. Each 2013 Unit consists of (i) 100,000 shares of the Company's Common Stock, and (ii) a five-year redeemable warrant (collectively, the “2013 Warrants”) to purchase 100,000 shares of the Company’s Common Stock,, exercisable at an exercise price of $0.50 per share. The Company paid no cash commissions in connection with the sale of the 2013 Units.

The securities underlying the 2013 Units, including the shares of Common Stock and the 2013 Warrants, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or a valid exemption from registration. Furthermore, the 2013 Offering did not involve any public offering and the Company obtained representations from each investor that it was an “accredited investor” as that term is defined under Rule 501 of Regulation D.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

See “Exhibit Index” below, which follows the signature page to this Registration Statement.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

The information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) For determining any liability under the Securities Act of 1933, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of securities at that time as the initial bona fide offering of those securities.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any document immediately prior to such date of first use.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Beverly Hills, State of California, on May 13, 2013.

	OVERNEAR, INC.

	By:	/s/ Fred E. Tannous
		Fred E. Tannous Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Fred E. Tannous		May 13, 2013
Fred E. Tannous	Co-Chairman of the Board, Chief Executive Officer (principal executive officer), and Chief Financial Officer (principal financial and accounting officer)

/s/ Bill Glaser		May 13, 2013
Bill Glaser	Co-Chairman of the Board and President

EXHIBIT INDEX

Exhibit No.	Description	Incorporation by Reference
		Form	Exhibit	Filing Date
2.1	Contribution Agreement between uKarma and Awesome Living	10	2.1	09/15/2010

3.1	Articles of Incorporation	10-Q	3.1	08/04/2011

3.2	Bylaws of Awesome Living	10	3.2	09/15/2010

4.1	Form of Warrant	8-K	4.1	12/05/2012

4.2	Form of PA Common Stock Warrant*

4.3	Form of PA Preferred Stock Warrant	8-K	4.1	12/05/2012

4.4	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of OverNear, Inc.	8-K	4.1	12/05/2012

4.5	Form of 2013 Warrant*

5.1	Form of Opinion of Richardson & Patel LLP**

10.1	Form of Subscription Agreement dated December 31, 2012	8-K	10.1	12/05/2012

10.2	Employment Agreement between Bill Glaser and Awesome Living, dated August 3, 2010	10-12G	10.1	09/15/2010

10.3	Employment Agreement between Fred E. Tannous and Awesome Living, dated September 13, 2010	10-12G	10.2	09/15/2010

10.4	Consulting Agreement between Fred E. Tannous and Awesome Living, dated August 16, 2010	10-12G	10.3	09/15/2010

10.5	Amended and Restated Merger Agreement between Galen Capital Corporation, Innolog Holdings Corporation, uKarma Corporation, and CGG Merger Sub Corporation, dated August 11, 2010	10-12G/A	10.4	11/09/2010

10.6	Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011	10-Q	10.5	08/04/2011

10.7	Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011	10-Q	10.6	08/04/2011

10.8	Master Service Agreement between Square One Solutions, Inc. and OverNear, Inc., dated July 15, 2011	10-Q	10.7	08/04/2011

10.9	Advisory Board Agreement between OverNear, Inc. and Chad Hahn, dated July 15, 2011	10-Q	10.8	08/04/2011

10.10	Amendment #2 to Employment Agreement with Fred E. Tannous, dated August 8, 2011	10-K	10.9	12/15/2011

10.11	Amendment #2 to Employment Agreement with Bill Glaser, dated August 8, 2011	10-K	10.10	12/15/2011

10.12	OverNear, Inc. Amended and Restated 2010 Stock Option, Deferred Stock and Restricted Stock Plan	10-Q	10.1	07/31/2012

10.13	Office Service Agreement dated October 25, 2011 between the registrant and Regus Management Group LLC	10-K	10.12	12/15/2011

10.14	Office Service Agreement dated March 16, 2012 between the registrant and Regus Management Group LLC	10-K	10.13	12/15/2011

10.15	Lease Agreement dated April 16, 2013 between the Company and SM Promenade LLC*

10.16	Form of Subscription Agreement dated May 1, 2013*

10.17	Escrow Agency Agreement**

23.1	Consent of Gumbiner Savett Inc.*

23.1	Consent of Richardson Patel LLP (See Exhibit 5.1)**

99.1	Form of Subscription Agreement**

* Filed herewith.

** To be filed by amendment.

Rowl Inactive S-12012 FY IPO registration