Rowl Inactive 10-Q19 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Nov. 17, 2013
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'OverNear, Inc.	'
Entity Central Index Key	'0001500904	'
Amendment Flag	'false	'
Document Type	'10-Q	'
Current Fiscal Year End Date	'--12-31	'
Document Period End Date	30-Sep-13	'
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	62,106,587

Condensed_Balance_Sheets

Condensed Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets:	'	'
Cash	$47,727	$150,159
Prepaid expenses	244,759	14,387
Total Current Assets	292,486	164,546
Furniture and equipment, net	24,762	20,238
Software development in progress	710,200	499,089
Other assets	110,904	53,510
Total Assets	1,138,352	737,383
Current Liabilities:	'	'
Accounts payable	153,915	342,154
Accrued expenses	119,387	79,672
Current portion of legal settlement payable	75,000	75,000
Total Current Liabilities	348,302	496,826
Legal settlement payable, net of current portion	12,500	75,000
Total Liabilities	360,802	571,826
Stockholders' Equity	'	'
Common stock, $0.001 par value; 150,000,000 shares authorized; 61,706,587 and 53,733,208 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	61,707	53,733
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 Series A convertible preferred shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	3,210	3,210
Paid-in capital	6,311,608	4,166,548
Stock subscriptions receivable	'	-152,500
Accumulated deficit in the development stage	-5,598,975	-3,905,434
Total Stockholders' Equity	777,550	165,557
Total Liabilities and Stockholders' Equity	$1,138,352	$737,383

Condensed_Balance_Sheets_Paren

Condensed Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	61,706,587	53,733,208
Common stock, shares outstanding	61,706,587	53,733,208
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	50,000,000	50,000,000
Series A convertible preferred shares [Member]	'	'
Preferred stock, shares issued	3,210,000	3,210,000
Preferred Stock, Shares Outstanding	3,210,000	3,210,000

Condensed_Statements_of_Operat

Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		38 Months Ended
Condensed Statements of Operations (Unaudited) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Statements of Operation [Abstract]	'	'	'	'	'
Sales	'	'	'	'	$89
Cost of Sales	'	'	'	'	17
Gross Profit	'	'	'	'	72
Selling, General and Administrative Expenses	571,456	409,589	1,561,130	1,172,228	5,561,022
Research and Development	135,615	'	135,615	'	135,615
Impairment of production costs, prepaid royalties and inventory	'	'	'	'	110,992
Operating Loss	-707,071	-409,589	-1,696,745	-1,172,228	-5,807,557
Other Income (Expense):	'	'	'	'	'
Gain on Settlement and write-off of Accounts Payable	50,594	'	4,691	'	4,691
Interest Expense	-251	-316	-687	-1,470	-15,451
Gain on Forgiveness of Debt	'	'	'	'	248,742
Other	'	'	'	'	-27,000
Other Income (Expense), Net	50,343	-316	4,004	-1,470	210,982
Loss before Income Taxes	-656,728	-409,905	-1,692,741	-1,173,698	-5,596,575
Provision for Income Taxes	'	'	-800	-800	-2,400
Net loss	($656,728)	($409,905)	($1,693,541)	($1,174,498)	($5,598,975)
Loss Per Share-Basic and Diluted	($0.01)	($0.01)	($0.03)	($0.02)	($0.13)
Weighted average shares used in computing earnings per share:	60,729,409	52,898,941	57,545,715	51,138,343	43,331,185

Condensed_Statement_of_Stockho

Condensed Statement of Stockholders' Equity (Unaudited) (USD $)	Total	Preferred Stock	Common Stock	Paid-in Capital	Stock Subscriptions Receivable	Accumulated Deficit in the development stage
Beginning Balance at Jul. 22, 2010	'	'	'	'	'	'
Beginning Balance, Shares at Jul. 22, 2010	'	'	'	'	'	'
Excess of liabilities assumed over assets transferred from uKarma	-169,194	'	'	-169,194	'	'
Issuance of common stock to uKarma	10,559	'	10,559	'	'	'
Issuance of common stock to uKarma, Shares	'	'	10,558,896	'	'	'
Additional capital contributed	27,000	'	'	27,000	'	'
Issuance of common stock in lieu of officer compensation	100,000	'	4,000	96,000	'	'
Issuance of common stock in lieu of officer compensation, Shares	'	'	4,000,000	'	'	'
Private Placement of Series A convertible preferred stock	657,835	3,210	'	654,625	'	'
Private Placement of Series A convertible preferred stock, Shares	'	3,210,000	'	'	'	'
Fair value of warrants issued in connection with Series A convertible preferred stock	135,141	'	'	135,141	'	'
Fair value of warrant issued to placement agent in connection with Series A convertible preferred stock	9,524	'	'	9,524	'	'
Offering cost Series A convertible preferred stock	-82,100	'	'	-82,100	'	'
Private placement of common stock	1,655,577	'	15,688	1,639,889	'	'
Private placement of common stock,Shares	'	'	15,688,000	'	'	'
Proceeds from subscriptions receivable Series A convertible preferred stock	-152,500	'	'	'	-152,500	'
Issuance of common stock for services	690,654	'	14,624	676,030	'	'
Issuance of common stock for services, Shares	'	'	14,623,993	'	'	'
Fair value of warrants issued in connection with private placement	337,423	'	'	337,423	'	'
Fair value of warrants issued for consulting services	5,825	'	'	5,825	'	'
Fair value of warrants issued for software development	27,195	'	'	27,195	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee	57,402	'	1,445	55,957	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee, Shares	'	'	1,445,332	'	'	'
Issuance of common stock in lieu of officers deferred compensation	185,425	'	7,417	178,008	'	'
Issuance of common stock in lieu of officers deferred compensation (in shares)	'	'	7,416,987	'	'	'
Stock based compensation	575,225	'	'	575,225	'	'
Net loss	-3,905,434	'	'	'	'	-3,905,434
Balance at Dec. 31, 2012	165,557	3,210	53,733	4,166,548	-152,500	-3,905,434
Balance, Shares at Dec. 31, 2012	'	3,210,000	53,733,208	'	'	'
Private placement of common stock	1,039,328	'	4,993	1,034,335	'	'
Private placement of common stock,Shares	'	'	4,992,500	'	'	'
Fair value of warrants issued in connection with private placement of common stock	208,797	'	'	208,797	'	'
Proceeds from subscriptions receivable Series A convertible preferred stock	152,500	'	'	'	152,500	'
Fair value of warrants issued for consulting services	41,080	'	'	41,080	'	'
Fair value of warrants issued for software development	16,358	'	'	16,358	'	'
Issuance of common stock in connection with software development	78,975	'	376	78,599	'	'
Issuance of common stock in connection with software development, Shares	'	'	375,750	'	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee	186,736	'	898	185,838	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee, Shares	'	'	898,200	'	'	'
Issuance of common stock for consulting services	359,685	'	1,707	357,978	'	'
Issuance of common stock for consulting services, Shares	'	'	1,706,929	'	'	'
Stock based compensation	222,075	'	'	222,075	'	'
Net loss	-1,693,541	'	'	'	'	-1,693,541
Balance at Sep. 30, 2013	$777,550	$3,210	$61,707	$6,311,608	'	($5,598,975)
Balance, Shares at Sep. 30, 2013	'	3,210,000	61,706,587	'	'	'

Statements_of_Cash_Flows_Unaud

Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended		38 Months Ended
Statements of Cash Flows (Unaudited) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Cash Flow from Operating Activities:	'	'	'
Net loss	($1,693,541)	($1,174,498)	($5,598,975)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Depreciation	6,242	4,291	18,483
Amortization of production costs	'	'	172,268
Gain on settlement of accounts payable	-4,691	'	-4,691
Issuance of stock warrants for consulting services	17,680	2,878	23,505
Issuance of common stock for consulting services	181,451	154,110	695,230
Issuance of stock warrants for software development services	13,220	'	13,220
Issuance of common stock for software development services	19,500	'	19,500
Stock based compensation	222,075	157,500	797,300
Impairment of production costs, prepaid royalties and inventory	'	'	110,992
Issuance of common stock in lieu of officer compensation	'	'	100,000
Gain on forgiveness of debt	'	'	-248,742
(Increase) Decrease in operating assets:	'	'	'
Employee advances	'	-20,500	'
Prepaid expenses	-28,737	-1,312	31,078
Other assets	-26,316	-2,107	-30,073
Increase (Decrease) in operating liabilities:	'	'	'
Legal settlement payable	-62,500	-56,250	87,500
Accrued expenses	39,714	5,578	193,556
Accounts payable	3,188	113,936	406,519
Net Cash used in Operating Activities	-1,312,715	-816,374	-3,213,330
Cash Flow from Investing Activities:	'	'	'
Patent and trademark costs	-31,078	-22,464	-76,635
Purchase of equipment	-10,766	-12,320	-28,115
Software development in progress	-148,498	-239,545	-620,392
Cash acquired from uKarma	'	'	6,476
Net Cash Used in Investing Activities	-190,342	-274,329	-718,666
Cash Flow from Financing Activities:	'	'	'
Repayments of notes and other debt	'	'	-8,802
Additional capital contributions	'	'	27,000
Proceeds from private placement of common stock	1,248,125	1,022,000	3,241,125
Proceeds from subscriptions receivable Series A convertible preferred stock	152,500	'	720,400
Net Cash Provided by Investing Activities	1,400,625	1,022,000	3,979,723
Net (Decrease) Increase in Cash	-102,432	-68,703	47,727
Cash Balance at Beginning of Period	150,159	181,995	'
Cash Balance at End of Period	47,727	113,292	47,727
Supplemental Disclosures:	'	'	'
Interest Paid	687	1,470	16,332
Taxes Paid	$800	$1,600	$2,400

Basis_of_Presentation_and_Crit

Basis of Presentation and Critical Accounting Policies	9 Months Ended
Basis of Presentation and Critical Accounting Policies	Sep. 30, 2013
Basis of Presentation and Critical Accounting Policies [Abstract]	'
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES	'
	NOTE 1 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

	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 OverNear, Inc. The Company’s headquarters are located in Santa Monica, California. The Company is in the process of developing a location-based social networking and mobile advertising platform, a beta version of which was released for use by the general public in January 2013. The condensed consolidated financial statements of OverNear, Inc. (which may be referred to as "OverNear," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America.

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

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

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

	The condensed financial statements of the Company included herein are unaudited for the periods ended September 30, 2013 and September 30, 2012, have been prepared from the books and records of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and in the case of the condensed balance sheet as of December 31, 2012, have been derived from the audited financial statements of the Company. These financial statements reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary to fairly present the results for the periods presented. Certain information and note disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2012. The Company has assessed subsequent events through the date of filing of these condensed financial statements with the Securities and Exchange Commission and believes that the disclosures made herein are adequate to make the information presented herein not misleading.

	A summary of the Company's critical accounting policies are disclosed below. The Company's critical accounting policies are further described under the caption “Critical Accounting Policies” in Management's Discussion and Analysis of Financial Condition and Results of Operations and in more detail in the Company's 2012 Annual Report on Form 10-K.

	Software Development Costs - Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of September 30, 2013 and December 31, 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a location-based social networking mobile application. During the three and nine months ended September 30, 2013 and 2012, and for the period from inception (July 22, 2010) to September 30, 2013, the Company incurred research and development costs of $135,615, $0, and $135,615, respectively.

	Net Loss Per Share - The Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common 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. Stock based compensation expense in the amount of $74,025 and $222,075 was incurred for the three and nine months ended September 30, 2013 and $52,500 and $157,500 for the corresponding periods in 2012, and $797,300 for the period from inception (July 22, 2010) to September 30, 2013.

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

	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.

Going_Concern

Going Concern	9 Months Ended
Going Concern	Sep. 30, 2013
Going Concern [Abstract]	'
GOING CONCERN	'
	NOTE 2 – GOING CONCERN

	The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses, and the operations in the near future are expected to continue 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 products and services. 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 relating to the year ended December 31, 2012 states that there is substantial doubt about the Company’s ability to continue as a going concern.

Accrued_Expenses

Accrued Expenses	9 Months Ended
Accrued Expenses	Sep. 30, 2013
Accrued Expenses [Abstract]	'
ACCRUED EXPENSES	'
	NOTE 3 – ACCRUED EXPENSES

	Accrued expenses consisted of the following:

		September 30,
		2013		December 31,
		(Unaudited)		2012

	Liquidation Damages – Series A Convertible Preferred Stock	$	47,000	$	-
	Accrued Salaries and Related Expenses		38,511		47,519
	Accrued Income Tax		-		1,600
	Accrued Professional Fees		33,876		30,553
	Total Accrued Liabilities	$	119,387	$	79,672

Legal_Settlement_Payable

Legal Settlement Payable	9 Months Ended
Legal Settlement Payable	Sep. 30, 2013
Legal Settlement Payable [Abstract]	'
LEGAL SETTLEMENT PAYABLE	'
	NOTE 4 – LEGAL 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 September 30, 2013	$	87,500
	Current portion of settlement payable		(75,000	)
	Settlement payable, net of current portion	$	12,500

	The following schedule represents maturities of the settlement payable:

	October 1, 2013 through September 30, 2014		75,000
	October 1, 2014 through December 7, 2014		12,500
	Total	$	87,500

Stockholders_Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	NOTE 5 – STOCKHOLDERS’ EQUITY

	Common Stock

	During the nine months ended September 30, 2013, the Company executed the following common stock transactions:

	●	the issuance of an aggregate 4,992,500 common shares to accredited investors in a private placement. Total consideration from this issuance of common stock amounted to $1,248,125 at September 30, 2013. The common stock issued included warrants with a fair value of $208,797.

	●	the issuance of an aggregate 1,706,929 shares of the Company’s common stock with a fair value of $395,685 for consulting services.

	●	the issuance of an aggregate 898,200 shares of the Company’s common stock with a fair value of $186,736 in payment of settlement of accounts payable and retainer for legal services.

	●	the issuance of 375,750 shares of common stock fair valued at $78,975 for software development services.

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

	Preferred Stock

	The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. The preferred stock may be issued in one or more series and the first series consisted of 18,000,000 shares and is designated as series A convertible preferred stock (“Series A Preferred Stock”). The holders of Series A Preferred Stock are entitled to receive, if, when and as declared by the Board, dividends at an annual rate of 8% of the original purchase price of Series A Preferred Stock. No dividends were declared for the nine months ended September 30, 2013. In the event of any liquidation, dissolution or winding up of the Company, voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive the amount of $0.50 per share. Each share of Series A Preferred Stock is convertible at the option of the holder at any time after the date of issuance into equal number of shares of common stock. Each share of Series A Preferred Stock issued and outstanding is entitled to the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock could be converted. No shares of preferred stock have been issued during the nine months ended September 30, 2013.

	In connection with the Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock such Series A Preferred Stock were convertible into (3,210,000 shares) and the shares the warrants were exercisable for. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date has already passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. At September 30, 2013, the Company accrued $47,000 of estimated liquidated damages that it will owe to the holders of the outstanding Series A Preferred Stock. In the event the Company is unable to gain effectiveness of the registration statement, it could owe such investors up to an aggregate of $96,300.

	Warrants

	During the nine months ended September 30, 2013, the Company issued warrants to purchase common stock to investors in private placements for the right to purchase 4,992,500 shares of the Company’s common stock at $0.50 per share. The warrants vested immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $208,797, using the Black-Scholes option pricing model.

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

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

	On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 125,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014. The warrants were valued at $11,725 using the Black-Scholes option pricing model.

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

	On August 28, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 300,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests immediately. The warrants were valued at $23,400 using the Black-Scholes option pricing model.
	On August 13, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 25,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests 6,250 shares at the end of every three months starting December 1, 2013. The warrants were valued at $2,160 using the Black-Scholes option pricing model.

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

	Risk-free interest rate			0.29% - 0.84	%
	Expected dividend yield			0	%
	Expected lives		2.5 years – 3.5 years
	Expected volatility			70	%

	Warrants to purchase an aggregate of 26,082,500 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of September 30, 2013. A summary of the Company’s warrant activity and related information for the nine months ended September 30, 2013 is as follows:

			Warrants			Weighted Average Exercise Price

	Outstanding at January 1, 2013			19,605,000		$	0.37
	Granted			6,652,500			0.44
	Exercised			-			-
	Forfeited/Expired			(175,000	)		0.25
	Outstanding at September 30, 2013			26,082,500			0.38

	Stock Options

	During 2010, the Board of Directors approved and adopted the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. Options generally vest over ten years. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company, and any such increase cannot be made until the fully diluted shares of common stock outstanding exceeds 100,000,000 shares. The Company did not grant any stock options during the nine months ended September 30, 2013. Options to purchase 17,100,000 shares of common stock at an average exercise price of $0.034 per share are outstanding at September 30, 2013. Of that amount, 9,750,000 are exercisable at an average price of $0.03 per share.

	As of September 30, 2013, there was $554,050 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.8 years.

	The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended September 30, 2013 and the exercise price, multiplied by the number of in-the-money options) is approximately $1,740,000. This amount changes based on the fair market value of the Company’s common stock.

	Public Offering

As of the date of this filing, the SEC is in the review process of a Registration Statement the Company filed On May 13, 2013. The Company provided for the registration of (i) up to 10,000,000 shares of common stock of the Company to be offered to public stockholders for up to $5,000,000 in gross proceeds (net $4,537,000 after expenses); (ii) the distribution of 10,558,896 shares (the "Distribution Shares") of common stock of the Company owned by Innolog Holdings Corporation (formerly named uKarma Corporation, or "Innolog"); and (iii) the resale (the "Resale") of an aggregate of 6,420,000 shares of the Company's common stock owned by twenty-two (22) selling shareholders identified therein. 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 proceeds from the offering are expected to be used for engineering and research and development; business development and sales and marketing; and general and administrative expenses. The registration statement is subject to approval by the SEC.

Loss_Per_Share

Loss Per Share	9 Months Ended
Loss Per Share	Sep. 30, 2013
Loss Per Share [Abstract]	'
LOSS PER SHARE	'
	NOTE 6 – LOSS PER SHARE

	There were no dilutive securities for the three and nine months ended September 30, 2013 and 2012 and for the period from inception (July 22, 2010) to September 30, 2013. A total of 43,182,500 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2013 and for the period from inception (July 22, 2010) to September 30, 2013, and 21,439,000 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2012, because they were anti-dilutive.

NonCash_Transactions

Non-Cash Transactions	9 Months Ended
Non-Cash Transactions	Sep. 30, 2013
Non Cash Transactions [Abstract]	'
NON-CASH TRANSACTIONS	'
	NOTE 7 – NON-CASH TRANSACTIONS

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

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

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

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

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

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

	Non cash activities during nine months ended September 30, 2012 are as follows:

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


	Non cash activities from inception (July 22, 2010) to September 30, 2013 exclusive of the above, are as follows:

	On August 9, 2010, OverNear, Inc. acquired all of the assets and assumed the liabilities of uKarma Corporation, the predecessor entity. The acquired assets and liabilities, and purchase consideration paid were as follows:

	Assets and liabilities acquired:

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

	Purchase consideration:

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

	·	The Company issued 5,500,000 shares of its common stock to its CEO in lieu of accrued compensation in the amount of $137,500.

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

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	NOTE 8 – COMMITMENTS AND CONTINGENCIES

	Employment Agreement

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

	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, 2011, Mr. Tannous is compensated with an annual salary of $190,000. 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, 2011 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Fred Tannous was issued shares of OverNear’s common stock valued at $50,000, as a signing bonus; and Mr. Fred Tannous will also receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. His agreement also provides for options to purchase 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 January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. 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 September30, 2013:

	Twelve Months Ending September 30	Amount
	2014	$	380,000
	2015		380,000
	2016		206,000
	Total	$	966,000

	Consulting Agreement

	On April 15, 2013, the Company entered into a consulting agreement with an author whereby such individual shall cross-promote OverNear and its products and services, make introductions to certain key influential individuals, and make appearances at certain company events. In consideration of the aforementioned consulting services, the Company agreed to a one-time grant of 535,764 shares of the Company’s common stock, which shall be earned based on a vesting schedule, provided the consulting agreement remains in effect, at the rate of 267,884 shares upon execution and the balance of 267,880 shares at the rate of 33,485 shares at the end of every three-month period starting from the date of this agreement. In addition, the Company agreed to purchase a maximum of 6,000 copies of his soon-to-be released book by November 26, 2013, valued at approximately $102,000.

	Lease Commitment

	The Company leases its office facility in Santa Monica, California pursuant to a lease agreement expiring May 2015. Under the terms of the lease agreement the Company is also required to pay additional amount for operating expenses.

	The following table summarizes the Company's future minimum commitment under lease agreement as of September 30, 2013:
	Twelve Months Ending September 30,	Amount
	2014	$	53,000
	2015		34,000
	Total	$	87,000

Vendor_Settlements_and_Gain_on

Vendor Settlements and Gain on Forgiveness of Debt	9 Months Ended
Vendor Settlements and Gain on Forgiveness of Debt	Sep. 30, 2013
Vendor Settlements and Gain on Forgiveness of Debt [Abstract]	'
Vendor Settlements and Gain on Forgiveness of Debt [Text Block]	'
	NOTE 9 – VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT

	The Company has entered into arrangements with various professional service providers for amounts different than the liability recorded in the accounts payable. The Company's officers also forgave their deferred compensation during 2011. As a result of these transactions, the Company recorded gain on settlement and forgiveness of debt of $50,594, $4,691, and $253,433 for the three and nine months ended September 30, 2013 and for the period from inception (July 22, 2010) to September 30, 2013, respectively. There was no such gain on settlement and forgiveness of debt during the three and nine months ended September 30, 2012.

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 10 – SUBSEQUENT EVENTS

	Common Stock

	Subsequent to September 30, 2013, the Company executed the following common stock transactions:

	●	the issuance of an aggregate 400,000 shares to investors in a private placement. Total consideration from issuance of common stock amounted to $100,000. These issuances were exempt from registration requirements in reliance on Section 4(2) of the Securities Act.

	Preferred Stock Conversion to Common Stock

	In August and October 2013, the Company obtained the consent of approximately 69% of its preferred shareholders to adopt, approve and ratify the Amended and Restated Certificate of Designations of the Company’s Series A Convertible Preferred Stock. The amendment, which was filed with the state of Nevada on October 4, 2013, provides that the Company shall have the right to convert the Series A Convertible Preferred Stock into shares of the Company’s common stock in its sole discretion at any time, at which time, such Series A Convertible Preferred Stock shall automatically and without any required action by any holder, be converted into 103% of fully paid, non-assessable shares of common stock. As of the date when these financial statements were available to be issued, no preferred shares had been converted to common stock.

Basis_of_Presentation_and_Crit1

Basis of Presentation and Critical Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Basis of Presentation and Critical Accounting Policies [Abstract]	'
Development Stage Enterprises	'
Development Stage Enterprises	The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, “Development Stage Entities”. The Company is devoting substantially all of its present efforts to design and develop a location-based social networking and mobile advertising platform and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since July 22, 2010, have been considered as part of the Company’s development stage activities.
Software Development Costs	'
Software Development Costs	Software Development Costs - Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of September 30, 2013 and December 31, 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a location-based social networking mobile application. During the three and nine months ended September 30, 2013 and 2012, and for the period from inception (July 22, 2010) to September 30, 2013, the Company incurred research and development costs of $135,615, $0, and $135,615, respectively.
Net Loss Per Share	'
Net Loss Per Share	Net Loss Per Share - The Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common 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	'
	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. Stock based compensation expense in the amount of $74,025 and $222,075 was incurred for the three and nine months ended September 30, 2013 and $52,500 and $157,500 for the corresponding periods in 2012, and $797,300 for the period from inception (July 22, 2010) to September 30, 2013.

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

Accrued_Expenses_Tables

Accrued Expenses (Tables)	9 Months Ended
Accrued Expenses (Tables)	Sep. 30, 2013
Accrued Expenses [Abstract]	'
Schedule of components of accrued expenses	'
		September 30,
		2013		December 31,
		(Unaudited)		2012

	Liquidation Damages – Series A Convertible Preferred Stock	$	47,000	$	-
	Accrued Salaries and Related Expenses		38,511		47,519
	Accrued Income Tax		-		1,600
	Accrued Professional Fees		33,876		30,553
	Total Accrued Liabilities	$	119,387	$	79,672

Legal_Settlement_Payable_Table

Legal Settlement Payable (Tables)	9 Months Ended
Legal Settlement Payable (Tables)	Sep. 30, 2013
Legal Settlement Payable [Abstract]	'
Settlement of legal dispute net	'
	Total settlement payable, as of September 30, 2013	$	87,500
	Current portion of settlement payable		(75,000	)
	Settlement payable, net of current portion	$	12,500

Summary of maturity of the settlement payable	'
	October 1, 2013 through September 30, 2014		75,000
	October 1, 2014 through December 7, 2014		12,500
	Total	$	87,500

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	9 Months Ended
Stockholders' Equity (Tables)	Sep. 30, 2013
Stockholders' Equity [Abstract]	'
Schedule of assumptions used in valuation of warrants	'

	Risk-free interest rate		0.29% - 0.84	%
	Expected dividend yield		0	%
	Expected lives	2.5 years – 3.5 years
	Expected volatility		70	%

Warrant [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Schedule of Share-based Compensation, Activity [Table Text Block]	'
		Warrants			Weighted Average Exercise Price
	Outstanding at January 1, 2013		19,605,000		$	0.37
	Granted		6,652,500			0.44
	Exercised		-			-
	Forfeited/Expired		(175,000	)		0.25
	Outstanding at September 30, 2013		26,082,500		$	0.38

Noncash_Transactions_Tables

Non-cash Transactions (Tables)	9 Months Ended
Non-cash Transactions (Tables)	Sep. 30, 2013
Non Cash Transactions [Abstract]	'
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	'
	Cash	$	6,476
	Prepayment and other assets		92,320
	Inventory		18,108
	Property and equipment, net		15,131
	Production costs, net		207,854
	Accounts payable and accrued expenses		(489,963	)
	Notes payable		(8,561	)
		$	(158,635	)
Schedule of Recognized Purchase consideration	'

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

Commitments_and_Contingencies_

Commitments and Contingencies (Tables)	9 Months Ended
Commitments and Contingencies (Tables)	Sep. 30, 2013
Commitments and Contingencies [Abstract]	'
Summary of the Company's minimum obligations under employment agreements	'
	Twelve Months Ending September 30	Amount
	2014	$	380,000
	2015		380,000
	2016		206,000
	Total	$	966,000

summarry of the Company's future minimum commitment under lease agreement	'
	Twelve Months Ending September 30,	Amount
	2014	$	53,000
	2015		34,000
	Total	$	87,000

Basis_of_Presentation_and_Crit2

Basis of Presentation and Critical Accounting Policies (Details) (USD $)	0 Months Ended	3 Months Ended			9 Months Ended		38 Months Ended
	Aug. 09, 2010	Sep. 30, 2013	Jun. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Dec. 31, 2012
Summary of Significant Accounting Policies (Textual)	'	'	'	'	'	'	'	'
Capitalized software development costs	'	$710,200	'	'	$710,200	'	$710,200	$499,089
Research and Development Expense	'	135,615	'	'	135,615	'	135,615	'
Stock based compensation	'	$74,025	$74,025	$52,500	$222,075	$157,500	$797,300	'
Stock options, expiration period	'	'	'	'	'10 years	'	'	'
Common shares issued to uKarma as consideration for acquisition	10,558,896	'	'	'	'	'	'	'

Accrued_Expenses_Details

Accrued Expenses (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Schedule of components of accrued expenses	'	'
Liquidation Damages - Series A Convertible Preferred Stock	$47,000	'
Accrued Salaries and Related Expenses	38,511	47,519
Accrued Income Tax	'	1,600
Accrued Professional Fees	33,876	30,553
Total Accrued Liabilities	$119,387	$79,672

Legal_Settlement_Payable_Detai

Legal Settlement Payable (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Summary of settlement payable	'	'
Total settlement payable, as of September 30, 2013	$87,500	'
Current portion of settlement payable	-75,000	-75,000
Settlement payable, net of current portion	$12,500	$75,000

Legal_Settlement_Payable_Detai1

Legal Settlement Payable (Details 1) (USD $)	Sep. 30, 2013
Schedule of maturities of the settlement payable	'
October 1, 2013 through September 30, 2014	$75,000
October 1, 2014 through December 7, 2014	12,500
Total settlement payable, as of September 30, 2013	$87,500

Legal_Settlement_Payable_Detai2

Legal Settlement Payable (Details Textual) (USD $)	0 Months Ended	1 Months Ended	9 Months Ended
Legal Settlement Payable (Details Textual) (USD $)	Dec. 15, 2011	Nov. 30, 2011	Sep. 30, 2013
Legal Settlement Payable (Textual)	'	'	'
Amount settled in legal disputes	'	$275,000	'
Cash paid to settle legal dispute	50,000	'	'
Periodic payment of remainder amount under legal settlements through December 7, 2014	'	'	$6,250

Stockholders_Equity_Details

Stockholders' Equity (Details) (Warrant [Member])	9 Months Ended
Stockholders' Equity (Details) (Warrant [Member])	Sep. 30, 2013
The assumptions used in the Black-Scholes option pricing model	'
Risk-free interest rate, Minimum	0.29%
Risk-free interest rate, Maximum	0.84%
Expected dividend yield	0.00%
Expected volatility	70.00%
Minimum [Member]	'
The assumptions used in the Black-Scholes option pricing model	'
Expected lives	'2 years 6 months
Maximum [Member]	'
The assumptions used in the Black-Scholes option pricing model	'
Expected lives	'3 years 6 months

Stockholders_Equity_Details_1

Stockholders' Equity (Details 1) (Warrant [Member], USD $)	9 Months Ended
Stockholders' Equity (Details 1) (Warrant [Member], USD $)	Sep. 30, 2013
Warrant [Member]	'
Summary of the status of stock options issued by the Company	'
Outstanding at the beginning of year	19,605,000
Granted	6,652,500
Exercised	'
Forfeited/Expired	-175,000
Outstanding at the end of period	26,082,500
Weighted Average Exercise Price, Outstanding at the beginning of period	$0.37
Granted	$0.44
Exercised	'
Forfeited/Expired	$0.25
Weighted Average Exercise Pric, Outstanding at the end of period	$0.38

Stockholders_Equity_Details_Te

Stockholders' Equity (Details Textual) (USD $)

9 Months Ended

29 Months Ended

38 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

29 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2010

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Jun. 30, 2013

Apr. 03, 2013

Sep. 30, 2013

Aug. 28, 2013

Mar. 11, 2013

Apr. 03, 2013

Apr. 01, 2013

Mar. 11, 2013

Apr. 01, 2013

Mar. 11, 2013

Aug. 13, 2013

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

2010 Stock Option Plan [Member]

Minimum [Member]

Maximum [Member]

Warrant [Member]

Private Placement [Member]

Software development agreement [Member]

Consulting Agreement [Member]

Common Stock [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

2010 Stock Option Plan [Member]

Minimum [Member]

Maximum [Member]

Warrant [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 3 [Member]

Stockholders' Equity (Textual)

Stock Issued During Period, Shares,New Issues

4,992,500

Proceeds from private placement

$1,248,125

Issuance of common stock for consulting services

359,685

395,685

Issuance of common stock for consulting services, (Shares)

1,706,929

Issuance of common stock in payment of settlement of accounts payable and retainer fee

186,736

57,402

186,736

Issuance of common stock in payment of settlement of accounts payable and retainer fee, Shares

898,200

Issuance of common stock for software development services

19,500

78,975

Issuance of common stock for software development services, Share

375,750

Preferred stock, shares authorized

50,000,000

18,000,000

Preferred stock, par value (in dollars per share)

$0.00

Preferred stock, dividend rate, percentage

8.00%

Preferred stock, liquidation preference per share

$0.50

Private Placement of Series A convertible preferred stock

657,835

Private Placement of Series A convertible preferred stock, Shares

3,210,000

Conversion of stock, shares converted to common stock

3,210,000

Liquidation Damage Of Series A Convertible Preferred Stock

47,000

Aggregate Amount Of Liquidated Damage

96,300

Number of warrants issued

4,992,500

60,000

300,000

350,000

800,000

125,000

25,000

Exercise price

$0.50

$0.25

Fair value of warrants

208,797

5,640

75,040

23,400

26,880

11,725

2,160

Term of warrants

'5 years

Number of warrants cashless exercise feature and vest

50,000

25,000

6,250

Description of warrants cashless exercise feature and vest

'The warrant has a cashless exercise feature and vests as follows: (a) 10,000 shares on January 1, 2014, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued at $5,640 using the Black-Scholes option pricing model.

'The warrant has a cashless exercise feature and vests as follows: (a) 100,000 shares on July 31, 2013, (b) 100,000 shares on October 31, 2013, and (c) 60,000 shares at the end of every three months starting on January 31, 2014.

'The warrant has a cashless exercise feature and vests as follows: (a) 50,000 shares on July 31, 2013, (b) 50,000 shares on October 31, 2013, and (c) 25,000 shares at the end of every three months starting on January 31, 2014.

'The warrant has a cashless exercise feature and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014.

Number of warrants outstanding

24,365,000

0.01

0.75

Expiration period of option granted

'5 years

'10 years

Vesting period of options

'10 years

Common stock shares reserved for future issuance after reduction

15,000,000

Description of common shares reserved for issuance

'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.

Granted

6,652,500

Options outstanding

17,100,000

26,082,500

19,605,000

Options outstanding weighted average exercise price

$0.03

$0.38

$0.37

Options exercisable

9,600,000

Options weighted average exercisable price

$0.03

Total unrecognized compensation cost related to non-vested share-based compensation arrangements

628,075

Weighted average period for recognition of cost

'2 years 1 month 6 days

Option intrinsic value

1,730,000

Description of filed Registration Statement with the SEC providing for the registration

'(i) up to 10,000,000 shares of common stock of the Company to be offered to public stockholders for up to $5,000,000 in gross proceeds (net $4,537,000 after expenses); (ii) the distribution of 10,558,896 shares (the "Distribution Shares") of common stock of the Company owned by Innolog Holdings Corporation (formerly named uKarma Corporation, or "Innolog"); and (iii) the resale (the "Resale") of an aggregate of 6,420,000 shares of the Company's common stock owned by twenty-two (22) selling shareholders identified therein.

Maximum number of common stock to be offered to public stockholders

10,000,000

Gross proceed (before expense) of common stock to be offered to public stockholders

5,000,000

Gross proceed (after expense) of common stock to be offered to public stockholders

$4,537,000

Number of distribution common stock of the Company owned by Innolog Holdings Corporation

10,558,896

Resale shares of common stock owned by twenty-two selling shareholders

6,420,000

Loss_Per_Share_Details

Loss Per Share (Details)	3 Months Ended		9 Months Ended		38 Months Ended
Loss Per Share (Details)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Loss Per Share (Textual)	'	'	'	'	'
Securities excluded from the calculation of diluted net loss per share as they were anti-dilutive	43,182,500	21,439,000	43,182,500	21,439,000	43,182,500

NonCash_Transactions_Details

Non-Cash Transactions (Details) (USD $)	0 Months Ended
Non-Cash Transactions (Details) (USD $)	Aug. 09, 2010
Acquired all of the assets and assumed the liabilities of uKarma Corporation	'
Cash	$6,476
Prepayment and other assets	92,320
Inventory	18,108
Property and equipment, net	15,131
Production costs, net	207,854
Accounts payable and accrued expenses	-489,963
Notes payable	-8,561
Assets and liabilities acquired	($158,635)

NonCash_Transactions_Details_1

Non-Cash Transactions (Details 1) (USD $)	0 Months Ended	29 Months Ended
Non-Cash Transactions (Details 1) (USD $)	Aug. 09, 2010	Dec. 31, 2012
Purchase consideration	'	'
Common stock issued by OverNear, Inc	$10,559	'
Excess of liabilities over assets acquired charged to paid-in capital	-169,194	-169,194
Excess of liabilities over assets acquired by OverNear, Inc	($158,635)	$27,000

NonCash_Transactions_Details_T

Non-Cash Transactions (Details Textual) (USD $)	9 Months Ended		29 Months Ended	38 Months Ended
Non-Cash Transactions (Details Textual) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Sep. 30, 2013
Non Cash Transactions (Textual)	'	'	'	'
Common stock issued to CEO in lieu of accrued compensation (in shares)	'	'	'	5,500,000
Common stock issued to CEO in lieu of accrued compensation	'	'	'	$137,500
Issuance of common stock in lieu of officers deferred compensation (in shares)	'	'	'	1,405,332
Issuance of common stock in lieu of officers deferred compensation	'	'	185,425	53,402
Issuance of common stock in payment for consulting services (in shares)	'	'	7,416,987	1,050,000
Issuance of common stock in payment for consulting services	'	'	'	52,500
Issuance of common stock for consulting services	359,685	'	'	'
Common stock issued in payment of settlement of accounts payable	186,736	4,000	'	53,402
Common stock issued in payment of settlement of accounts payable, Shares	898,200	40,000	'	1,405,332
Warrants issued for software development services, Shares	'	'	'	276,000
Warrants issued for software development services	3,138	'	'	24,923
Consulting Services [Member]	'	'	'	'
Non Cash Transactions (Textual)	'	'	'	'
Issuance of common stock for consulting services, (Shares)	850,000	'	'	'
Issuance of common stock for consulting services	178,234	'	'	'
Warrants issued for software development services	23,400	'	'	'
Software Development Services [Member]	'	'	'	'
Non Cash Transactions (Textual)	'	'	'	'
Issuance of common stock for consulting services, (Shares)	282,583	'	'	'
Issuance of common stock for consulting services	59,475	'	'	'
Warrants issued for software development services, Shares	'	'	'	125,000
Warrants issued for software development services	'	'	'	$2,272

Commitments_and_Contingencies_1

Commitments and Contingencies (Details) (Employment Agreement [Member], USD $)	Sep. 30, 2013
Employment Agreement [Member]	'
Summary of the Company's minimum obligations under employment agreements	'
2014	$380,000
2015	380,000
2016	206,000
Total	$966,000

Commitments_and_Contingencies_2

Commitments and Contingencies (Details 1) (USD $)	Sep. 30, 2013
Summary of the Company's obligation under the lease	'
2014	$53,000
2015	34,000
Total	$87,000

Commitments_and_Contingencies_3

Commitments and Contingencies (Details Textual) (USD $)

0 Months Ended

1 Months Ended

Apr. 15, 2013

Sep. 30, 2013

Dec. 31, 2012

Aug. 31, 2010

Dec. 31, 2012

Aug. 03, 2010

Aug. 31, 2010

Sep. 30, 2010

Sep. 13, 2010

Sep. 30, 2010

Sep. 13, 2010

Sep. 30, 2010

Book

Bill Glaser [Member]

Fred E. Tannous [Member]

Plan [Member]

Condition 1 [Member]

Condition 2 [Member]

Plan [Member]

Condition 1 [Member]

Condition 2 [Member]

Commitments and Contingencies (Textual)

Term of agreement

'5 years

Agreement amended date

15-Mar-11

Annual salary

$190,000

Description for increase in annual salary

'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. 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.

Increased annual salary

250,000

360,000

250,000

360,000

Amount raised in debt or equity financing

5,000,000

10,000,000

5,000,000

10,000,000

Date after which debt or equity financing raised

8-Aug-11

Cumulative gross revenues

5,000,000

10,000,000

5,000,000

10,000,000

Common stock shares issued, value

61,707

53,733

50,000

Percentage of bonus received on EBITDA

5.00%

Common stock purchased through exercise of options

5,000,000

10,000,000

Exercise price of options

$0.03

Number of shares exercisable under agreement

3,000,000

Number of shares exercisable at the end of each subsequent period

500,000

1,000,000

Option expiration period after grant

'10 years

Condition of termination

'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.

'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.

Condition of termination by company without Cause

'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.

'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.

Consulting agreement, non cash consideration

535,764

Consulting agreement, shares issuable upon execution

267,884

Consulting agreement, remaining shares issuable

267,880

Consulting agreement, shares issuable every three month period

33,485

Soon to be released book, copies to be purchased per consulting agreement

6,000,000

Consulting Agreement, Value Of Copies To Be Purchased

$102,000

Vendor_Settlements_and_Gain_on1

Vendor Settlements and Gain on Forgiveness of Debt (Details Textual) (USD $)	3 Months Ended		9 Months Ended		38 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Vendor Settlements and Gain on Forgiveness of Debt [Abstract]	'	'	'	'	'
Gains (Losses) on Extinguishment of Debt	$50,594	'	$4,691	'	$4,691

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	0 Months Ended	9 Months Ended		38 Months Ended
Subsequent Events (Details) (USD $)	Oct. 04, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Oct. 30, 2013
Subsequent Events (Textual)	'	'	'	'	'
Proceed from issuance of Company's common stock in a private placement	'	$1,248,125	$1,022,000	$3,241,125	'
Percentage of its preferred shareholders	'	'	'	'	69.00%
Convertible preferred stock percentage	103.00%	'	'	'	'
Subsequent Event [Member]	'	'	'	'	'
Subsequent Events (Textual)	'	'	'	'	'
Proceed from issuance of Company's common stock in a private placement	'	$100,000	'	'	'
Issuance of common stock in private placement	'	400,000	'	'	'