Rowl 10-K 31 Mar 14 2013 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 31, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]	'	'	'
Entity Registrant Name	'OverNear, Inc.	'	'
Entity Central Index Key	'0001500904	'	'
Amendment Flag	'false	'	'
Document Type	'10-K	'	'
Current Fiscal Year End Date	'--12-31	'	'
Document Period End Date	31-Dec-13	'	'
Document Fiscal Period Focus	'FY	'	'
Document Fiscal Year Focus	'2013	'	'
Entity Well-known Seasoned Issuer	'No	'	'
Entity Voluntary Filers	'Yes	'	'
Entity Current Reporting Status	'No	'	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Common Stock, Shares Outstanding	'	69,884,257	'
Entity Public Float	'	'	$0

Balance_Sheets

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

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Dec. 31, 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	64,980,257	53,733,208
Common stock, shares outstanding	64,980,257	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 authorized	18,000,000	'
Preferred stock, shares issued	3,210,000	3,210,000
Preferred Stock, Shares Outstanding	3,210,000	3,210,000

Statements_of_Operations

Statements of Operations (USD $)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Statements of Operation [Abstract]	'	'	'
Sales	'	'	$89
Cost of Sales	'	'	17
Gross Profit	'	'	72
Selling, General and Administrative Expenses	2,184,216	1,773,099	6,184,108
Research and Development	337,241	'	337,241
Impairment of production costs, prepaid royalties and inventory	'	'	110,992
Operating Loss	-2,521,457	-1,773,099	-6,632,269
Other Income (Expense):	'	'	'
Gain on Settlement and write-off of Accounts Payable	4,735	'	4,735
Interest Expense	-1,741	-1,842	-16,505
Gain on Forgiveness of Debt	'	10,847	248,742
Other	'	'	-27,000
Other Income (Expense), Net	2,994	9,005	209,927
Loss before Income Taxes	-2,518,463	-1,764,094	-6,422,297
Provision for Income Taxes	800	800	2,400
Net Loss	($2,519,263)	($1,764,894)	($6,424,697)
Loss Per Share-Basic and Diluted	($0.04)	($0.03)	($0.14)
Weighted average shares used in computing earnings per share	58,906,234	51,660,735	44,799,911

Statement_of_Stockholders_Equi

Statement of Stockholders' Equity (Deficit) (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	'	'
Private placement of common stock	794,475	'	10,100	784,375	'	'
Private placement of common stock, Shares	'	'	10,100,000	'	'	'
Issuance of common stock for consulting services	'	'	'	'	'	'
Fair value of warrants issued in connection with private placement	176,525	'	'	176,525	'	'
Fair value of warrants issued for software development	24,923	'	'	24,923	'	'
Issuance of common stock in lieu of officer compensation	100,000	'	4,000	96,000	'	'
Issuance of common stock in lieu of officer compensation, Shares	'	'	4,000,000	'	'	'
Issuance of common stock for professional services	375,844	'	13,139	362,705	'	'
Issuance of common stock for professional services, Shares	'	'	13,138,747	'	'	'
Issuance of common stock in payment of settlement of accounts payable	53,402	'	1,405	51,997	'	'
Issuance of common stock in payment of settlement of accounts payable, Shares	'	'	1,405,332	'	'	'
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	315,000	'	'	315,000	'	'
Net loss	-2,140,540	'	'	'	'	-2,140,540
Balance at Dec. 31, 2011	-246,581	'	46,620	1,847,339	'	-2,140,540
Balance, Shares at Dec. 31, 2011	'	'	46,619,962	'	'	'
Private placement of common stock	861,102	'	5,588	855,514	'	'
Private placement of common stock, Shares	'	'	5,588,000	'	'	'
Fair value of warrants issued in connection with private placement of common stock	160,898,000	'	'	160,898,000	'	'
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	'	'
Subscription receivable for issuance of Series A convertible preferred stock	-152,500	'	'	'	-152,500	'
Offering cost Series A convertible preferred stock	-82,100	'	'	-82,100	'	'
Issuance of common stock for consulting services	314,810	'	1,485	313,325	'	'
Issuance of common stock for consulting services, Shares	'	'	1,485,246	'	'	'
Fair value of warrants issued for consulting services	5,825	'	'	5,825	'	'
Fair value of warrants issued for software development	2,272	'	'	2,272	'	'
Issuance of common stock in payment of settlement of accounts payable	4,000	'	40	3,960	'	'
Issuance of common stock in payment of settlement of accounts payable, Shares	'	'	40,000	'	'	'
Issuance of common stock in lieu of officers deferred compensation (in shares)	'	'	'	'	'	'
Stock based compensation	260,225	'	'	260,225	'	'
Net loss	-1,764,894	'	'	'	'	-1,764,894
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	1,621,808	'	7,777	1,614,031	'	'
Private placement of common stock, Shares	'	'	7,776,500	'	'	'
Fair value of warrants issued in connection with private placement of common stock	322,317	'	'	322,317	'	'
Subscription receivable for issuance of Series A convertible preferred stock	152,500	'	'	'	152,500	'
Issuance of common stock for consulting services	407,143	'	1,934	405,209	'	'
Issuance of common stock for consulting services, Shares	282,583	'	1,933,886	'	'	'
Fair value of warrants issued for consulting services	68,142	'	'	68,142	'	'
Fair value of warrants issued for software development	36,379	'	'	36,379	'	'
Issuance of common stock in connection with software development	133,908	'	638	133,270	'	'
Issuance of common stock in connection with software development, Shares	'	'	638,463	'	'	'
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 in lieu of officers deferred compensation (in shares)	'	'	'	'	'	'
Stock based compensation	296,100	'	'	296,100	'	'
Net loss	-2,519,263	'	'	'	'	-2,519,263
Balance at Dec. 31, 2013	$871,327	$3,210	$64,980	$7,227,834	'	($6,424,697)
Balance, Shares at Dec. 31, 2013	'	3,210,000	64,980,257	'	'	'

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Cash Flow from Operating Activities:	'	'	'
Net loss	($2,519,263)	($1,764,894)	($6,424,697)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Depreciation	8,440	6,274	20,681
Amortization of production costs	'	'	172,268
Gain on settlement of accounts payable	-4,735	'	-4,735
Issuance of stock warrants for consulting services	48,641	5,825	54,465
Issuance of common stock for consulting services	302,347	314,810	816,127
Issuance of stock warrants for software development services	33,241	'	33,241
Issuance of common stock for software development services	74,433	'	74,433
Stock based compensation	296,100	260,225	871,325
Impairment of production costs, prepaid royalties and inventory	'	'	110,992
Issuance of common stock in lieu of officer compensation	'	'	100,000
Gain on forgiveness of debt	'	-10,847	-248,742
(Increase) Decrease in operating assets:	'	'	'
Prepaid expenses	-67,494	37,587	-7,679
Other assets	-24,564	-2,107	-28,321
Increase (Decrease) in operating liabilities:	'	'	'
Legal settlement payable	-81,250	-75,000	68,750
Accrued expenses	26,913	-58,687	393,718
Accounts payable	23,281	87,603	213,649
Net Cash used in Operating Activities	-1,883,910	-1,199,211	-3,784,525
Cash Flow from Investing Activities:	'	'	'
Patent and trademark costs	-31,078	-44,257	-76,635
Purchase of equipment	-10,766	-14,519	-28,115
Software development in progress	-148,498	-363,749	-620,392
Cash acquired from uKarma	'	'	6,476
Net Cash Used in Investing Activities	-190,342	-422,525	-718,666
Cash Flow from Financing Activities:	'	'	'
Repayments of notes and other debt	'	'	-8,802
Additional capital contributed	0	0	27,000
Proceeds from private placement of common stock	1,944,125	1,022,000	3,937,125
Proceeds from private placement of Series A convertible preferred stock	152,500	567,900	720,400
Net Cash Provided by Financing Activities	2,096,625	1,589,900	4,675,723
Net (Decrease) Increase in Cash	22,373	-31,836	172,532
Cash Balance at Beginning of Period	150,159	181,995	'
Cash Balance at End of Period	172,532	150,159	172,532
Supplemental Disclosures:	'	'	'
Interest Paid	1,742	1,842	17,387
Taxes Paid	$2,400	$1,600	$4,800

Cash_Flows_Parenthetical_Detai

Cash Flows (Parenthetical) Details 1 (USD $)	41 Months Ended	0 Months Ended
	Dec. 31, 2013	Aug. 09, 2010
		Ukarma Corporation [Member]
Assets and liabilities acquired:	'	'
Cash	$172,532	$6,476
Purchase Price Consideration	'	92,320
Inventory	'	18,108
Property, Plant and Equipment, Net	22,564	15,131
Production costs, net	'	207,854
Accounts payable and accrued expenses	'	-489,963
Notes payable	'	-8,561
Assets and liabilities acquired, net	-158,635	-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	-169,194
Purchase Price Consideration	'	($158,635)

Cash_Flows_Parenthetical_Detai1

Cash Flows (Parenthetical) Details 2 (USD $)	12 Months Ended
	Dec. 31, 2012
Class of Stock [Line Items]	'
Issuance of common stock, Value	$861,102
Condition Four [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	1,405,332
Issuance of common stock, Value	53,402
Condition Five [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	4,000
Issuance of common stock, Value	40,000
Consulting Services [Member] | Condition Three [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	1,050,000
Issuance of common stock, Value	52,500
Consulting Services [Member] | Condition Four [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	1,485,246
Issuance of common stock, Value	314,810
Chief Executive Officer [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	5,500,000
Issuance of common stock, Value	137,500
Warrant [Member] | Software Development [Member] | Condition Five [Member]	'
Class of Stock [Line Items]	'
Issuance of common stock, Shares	276,000
Issuance of common stock, Value	$24,923

Nature_of_Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NATURE OF OPERATIONS	'
	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 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.
	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.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2013
Summary of Significant Accounting Policies [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Development Stage Enterprise. 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.
	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.
	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, 2013 and 2012.
	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 and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2013 and 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a location-based social networking mobile application.  During the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, the Company incurred research and development costs of $337,241, $0, and $337,241, respectively.
	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. Due to the uncertainty regarding the Company’s ability to monetize the fitness DVD series inherited from its former parent uKarma, management determined that the related remaining production costs, prepaid royalties, and inventory were impaired and recorded an impairment loss of $110,992 for the period from inception (July 22, 2010) to December 31, 2013. There were no impairment losses during the years ended December 31, 2013 and 2012.
	Patents 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: 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, 2013 and 2012, 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.
	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 $296,100, $260,225 and $871,325, related to stock option grants were recognized for each of the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, respectively.
	The 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).
	Concentration of Credit Risk: The Company maintains its cash with a major financial institution located in the United States of America.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  The Company maintains balances in excess of the federally insured limits.
	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	12 Months Ended
	Dec. 31, 2013
Going Concern [Abstract]	'
GOING CONCERN	'
	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.

Other_Current_Assets

Other Current Assets	12 Months Ended
	Dec. 31, 2013
Other Current Assets [Abstract]	'
OTHER CURRENT ASSETS	'
	NOTE 4 – OTHER CURRENT ASSETS
	Other current assets consisted of the following:
		December 31,
		2013		2012
	Consulting and professional fees	$	124,296	$	14,387
	Prepaid offering costs		77,676		-
	Other		4,205		-
	Total other current assets	$	206,177	$	14,387

Furniture_and_Equipment

Furniture and Equipment	12 Months Ended
	Dec. 31, 2013
Furniture and Equipment [Abstract]	'
FURNITURE AND EQUIPMENT	'
	NOTE 5 – FURNITURE AND EQUIPMENT
	Furniture and Equipment consisted of the following:
		December 31,
		2013			2012
	Furniture and Equipment	$	43,245		$	32,479
	Accumulated Depreciation		(20,681	)		(12,241	)
	Furniture and Equipment, net	$	22,564		$	20,238

Accrued_Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2013
Accrued Expenses [Abstract]	'
ACCRUED EXPENSES	'
	NOTE 6 – ACCRUED EXPENSES
	Accrued expenses consisted of the following:
		December 31,
		2013		2012
	Accrued Salaries and Related Expenses	$	25,710	$	47,519
	Accrued Income Tax		-		1,600
	Accrued Professional Fees		33,875		30,553
	Other		47,000		--
	Total Accrued Liabilities	$	106,585	$	79,672

Settlement_Payable

Settlement Payable	12 Months Ended
	Dec. 31, 2013
Settlement Payable [Abstract]	'
LEGAL SETTLEMENT PAYABLE	'
	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.  At December 31, 2013, the settlement payable which was due currently, amounted to $68,750.

Provision_For_Income_Taxes

Provision For Income Taxes	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
PROVISION FOR INCOME TAXES	'
	NOTE 8 – PROVISION FOR INCOME TAXES
	Income taxes (benefit) consisted of the following:
		Year Ended
		December 31,
		2013			2012
	Current:
	Federal	$	-		$	-
	State		800			800
	Deferred:
	Federal		(706,000	)		(477,000	)
	State		(201,000	)		(136,000	)
			(907,000	)		(613,000	)
	Valuation allowance		907,000			613,000
			-			-
		$	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 $5.9 million each, which will begin to expire in 2031 and 2033, respectively.  The tax benefit of such net operating losses is recorded as an asset 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.
	The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2013 and 2012:
		Year Ended December 31,
		2013			2012
	Current deferred income tax assets:
	Accrued officers’ salaries	$	-		$	8,000
	Other		3,000			11,000
	Less valuation allowance		(3,000	)		(19,000	)
	Net current deferred tax assets	$	-		$	-
	Non-current deferred income tax assets and liabilities:
	Net operating loss carryforwards	$	2,370,000		$	1,398,000
	Stock based compensation		54,000			20,000
	Other		9,000			7,000
	Accumulated depreciation of furniture and equipment		(286,000	)		(201,000	)
	Less valuation allowance		(2,147,000	)		(1,224,000	)
	Net non-current deferred tax assets	$	-		$	-
	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, 2013 and 2012, 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, 2013 and 2012, 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 is no longer subject to U.S. Federal, state and local income tax examinations by tax authorities for years before 2010.  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		3.3
	Other		0.5
	Valuation reserve for income taxes		36
			-	%

Stockholders_Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2013
Stockholders' Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	NOTE 9 – STOCKHOLDERS’ EQUITY
	Common Stock
	During the year ended December 31, 2013, stockholders’ equity consisted of the following transactions: (1) the issuance to investors in a private placement, in consideration of $1,944,125, of an aggregate 7,776,500 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.25 per unit, (2) the issuance of warrants to purchase 7,776,500 shares of the Company’s common stock in connection with the private placement, the fair value of which was determined to be $322,317, (3) the issuance of an aggregate 1,933,886 shares of the Company’s common stock with a value of $407,143 for consulting services, (4) the issuance of 898,200 shares of the Company’s common stock with a value of $186,736 in payment of settlement of accounts payable, (5) the 806,250 vested warrants with a value of $68,142 for consulting services, (6) the issuance of an aggregate 638,463 shares of the Company’s common stock with a value of $133,908 for software development, and (7) 412,880 vested warrants with a value of $36,379 for software development.
	During 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.
	The fair value of warrants issued in connection with services rendered by various professionals was determined based upon the evaluation of fair value made by the Company’s management, which considered the values associated with securities offering during the period.
	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, 2013 and 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 years ended December 31, 2013 and 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 received in January 2013. The Company issued warrants to purchase 3,210,000 shares of the Company’s common stock in conjunction with the sale of units and the fair value of the warrants was determined to be $135,141.
	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.
	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 of common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date has already passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014.  At December 31, 2013, the Company accrued $47,000 of estimated liquidated damages that it will owe to the holders of the outstanding Series A Preferred Stock.
	Preferred 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.

Net_Loss_Per_Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2013
Net Loss Per Share [Abstract]	'
NET LOSS PER SHARE	'
	NOTE 10 – NET LOSS PER SHARE
	The following table sets forth the computation of basic and diluted net loss per share:
		December 31,						For the Period from Inception (July 22, 2010) to December 31,
		2013			2012			2013
	Numerator:
	Net Loss	$	(2,519,263	)	$	(1,764,894	)	$	(6,424,697	)
	Denominator:
	Weighted Average of Common Shares		58,906,234			51,660,735			44,799,911
	Basic and Diluted Net Loss per Share	$	(0.04	)	$	(0.03	)	$	(0.14	)
	There were no dilutive securities as of December 31, 2013 and 2012.
	There were 45,966,500, 36,705,000 and 45,966,500 warrants and stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, respectively, because they were anti-dilutive.

Stock_Option_Plan

Stock Option Plan	12 Months Ended
	Dec. 31, 2013
Stock Option Plan [Abstract]	'
2010 STOCK OPTION PLAN	'
	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 $86,100, $50,225 and $136,325, respectively, relating to these options was expensed during the years ended December 31, 2013, 2012, and for the period from inception (July 22, 2010) to December 31, 2013.
	The Company did not grant any stock options during the year ended December 31, 2013.
	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	%
	A summary of the Company’s stock options activity and related information is as follows:
		For the year ended 2013					For the year ended 2012
		Number of			Average		Number of		Average
		Shares			Price		Shares		Price
	Outstanding at the beginning of year		17,100,000		$	0.034		15,000,000	$	0.025
	Granted		-			-		2,100,000		0.1
	Exercised/Expired/Cancelled		-			-		-		-
	Outstanding at the end of year		17,100,000		$	0.034		17,100,000	$	0.034
	Exercisable at the end of year		11,400,000		$	0.031		7,800,000	$	0.028
	The following table sets forth additional information about stock options outstanding at December 31, 2013:
					Weighted
					Average		Weighted
	Range of				Remaining		Average
	Exercise	Options			Contractual		Exercise		Options
	Prices	Outstanding			Life		Price		Exercisable
	$ 0.025 - 0.1		17,100,000			6.33	$	0.034		11,400,000
	As of December 31, 2013, there was $480,025 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.55 years.
	The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended December 31, 2013 and the exercise price, multiplied by the number of in-the-money options) is approximately $2,032,000. This amount changes based on the fair market value of the Company’s common stock.

Stock_Warrants

Stock Warrants	12 Months Ended
	Dec. 31, 2013
Stock Warrants [Abstract]	'
STOCK WARRANTS	'
	NOTE 12 – STOCK WARRANTS
	During the year ended December 31, 2013, the Company issued stock purchase warrants to investors in private placements for the right to purchase 7,776,500 shares of the Company’s common stock at $0.50 per share. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $322,317 using the Black-Scholes option pricing model.
	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 December 31, 2013, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued at $5,640 using the Black-Scholes option pricing model.
	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.
	During the year ended December 31, 2012, the Company issued stock purchase warrants to investors in private placements for the right to purchase 2,500,000, 3,210,000 and 3,088,000 shares of the Company’s common stock at $0.25, $0.50 and $0.75 per share, respectively. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $46,000, $135,141 and $114,898, respectively using the 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.
	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.
	On August 6, 2012, the Company entered into a placement agency agreement and agreed to grant warrants to the placement agent at each closing of the offering. During the year ended December 31, 2012, the Company granted stock purchase warrants to the placement agency for the right to purchase 156,000 shares of the Company’s common stock at exercise prices ranging from $0.25 to $0.50. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $9,524 using the Black-Scholes option pricing model.
	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.
	The assumptions used in the Black-Scholes option pricing model are as follows:
		For the year ended			For the year ended
		December 31, 2013			December 31, 2012
	Risk-free interest rate		0.29 - 0.84	%		0.27 - 0.73	%
	Expected dividend yield		0	%		0	%
	Expected lives	2.5 - 3.5 years				2.5 – 3.35 years
	Expected volatility		70	%		70	%
	Warrants to purchase 28,866,500 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of December 31, 2013.
	A summary of the Company’s warrant activity and related information is as follows:
		For the year ended 2013						For the year ended 2012
		Number of			Average			Number of		Average
		Shares			Price			Shares		Price
	Outstanding at the beginning of year		19,605,000		$	0.36			9,826,000	$	0.24
	Granted		9,436,500		$	0.46			9,779,000	$	0.48
	Forfeited/Expired		(175,000	)	$	0.25			-
	Outstanding at the end year		28,866,500		$	0.39			19,605,000	$	0.36

Employment_Agreements

Employment Agreements	12 Months Ended
	Dec. 31, 2013
Employment Agreements [Abstract]	'
EMPLOYMENT AGREEMENTS	'
	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 and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Glaser’s annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA).  On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 2,500,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following 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 and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Tannous is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Tannous’ annual salary 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. 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 5,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant.  For accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011, the fair value of the shares was determined to be $100,000.
	In the event of a change of control of 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:
	2014	$	495,000
	2015		500,000
	2016		104,000
		$	1,099,000

Lease_Commitments

Lease Commitments	12 Months Ended
	Dec. 31, 2013
Lease Commitments [Abstract]	'
LEASE COMMITMENTS	'
	NOTE 14 – LEASE COMMITMENTS
	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 December 31, 2013:
	For the year ended December 31,	Amount
	2014	$	53,000
	2015		21,000
	Total	$	74,000

Vendor_Settlements_and_Gain_on

Vendor Settlements and Gain on Forgiveness of Debt	12 Months Ended
	Dec. 31, 2013
Vendor Settlements and Gain on Forgiveness of Debt [Abstract]	'
Vendor Settlements and Gain on Forgiveness of Debt [Text Block]	'
	NOTE 15 – VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT
	The Company has entered into arrangements with various professional service providers for amounts less than the liability recorded in accounts payable.  The Company’s management also forgave their deferred compensation in 2011.  As a result of these transactions, the Company recorded gain on settlement and forgiveness of debt of $4,735, $10,847, and $248,742 for the years ended December 31, 2013 and 2012, and the period from inception (July 22, 2010) to December 31, 2013, respectively.

Subsequent_Events

Subsequent Events	12 Months Ended
	Dec. 31, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 16 – SUBSEQUENT EVENTS
	During the first quarter of 2014, the Company executed the following common stock transactions:
	●	the issuance of an aggregate 4,904,000 shares to investors in a private placement. Total consideration from issuance of common stock and stock warrants to purchase 4,904,000 share of common stock at an exercise price of $0.50 per share amounted to $1,226,000.  The warrants vest immediately and are exercisable in five years.
	●	As of January 2014, the Company raised an aggregate of $5 million in equity financings.  As such, annual salary of the two officers of the Company was increased to $250,000 pursuant to their respective employment agreements (see Note 13).
	●	On February 14, 2014, the Securities and Exchange Commission issued a notice of effectiveness of the S-1 filed by the Company to sell 10,000,000 shares of common stock at a public offering price of $0.50 per share.
	●	On March 26, 2014, the Company filed a Certificate of Designation for Series B Preferred Shares and issued 1,000,000 shares each to Fred E. Tannous and Bill Glaser.  Each holder of outstanding shares of Series B Preferred Stock shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company.  Each share is convertible into 5 shares of Common stock at a conversion price equal to $0.25 per share and has a cashless conversion feature.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2013
Summary of Significant Accounting Policies [Abstract]	'
Development Stage Enterprises	'
	Development Stage Enterprise. 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.
Use of Estimates	'
	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.
Revenue Recognition	'
	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, 2013 and 2012.
Furniture and Equipment	'
	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	'
	Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2013 and 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 years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, the Company incurred research and development costs of $337,241, $0, and $337,241, respectively.
Impairment of long-lived assets	'
	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. Due to the uncertainty regarding the Company’s ability to monetize the fitness DVD series inherited from its former parent uKarma, management determined that the related remaining production costs, prepaid royalties, and inventory were impaired and recorded an impairment loss of $110,992 for the period from inception (July 22, 2010) to December 31, 2013. There were no impairment losses during the years ended December 31, 2013 and 2012.
Patents and trademark	'
	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	'
	Fair value of financial instruments: All financial instruments are carried at amounts that approximate estimated fair value.
Income Taxes	'
	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, 2013 and 2012, 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	'
	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	'
	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 $296,100, $260,225 and $871,325, related to stock option grants were recognized for each of the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, respectively.
	The 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).
Concentration of Credit Risk	'
	Concentration of Credit Risk: The Company maintains its cash with a major financial institution located in the United States of America.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  The Company maintains balances in excess of the federally insured limits.
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.

Other_Current_Assets_Tables

Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2013
Other Current Assets [Abstract]	'
Summary of other current assets	'
		December 31,
		2013		2012
	Consulting and professional fees	$	124,296	$	14,387
	Prepaid offering costs		77,676		-
	Other		4,205		-
	Total other current assets	$	206,177	$	14,387

Furniture_and_Equipment_Tables

Furniture and Equipment (Tables)	12 Months Ended
	Dec. 31, 2013
Furniture and Equipment [Abstract]	'
Summary of furniture and equipment	'
		December 31,
		2013			2012
	Furniture and Equipment	$	43,245		$	32,479
	Accumulated Depreciation		(20,681	)		(12,241	)
	Furniture and Equipment, net	$	22,564		$	20,238

Accrued_Expenses_Tables

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2013
Accrued Expenses [Abstract]	'
Schedule of components of accrued expenses	'
		December 31,
		2013		2012
	Accrued Salaries and Related Expenses	$	25,710	$	47,519
	Accrued Income Tax		-		1,600
	Accrued Professional Fees		33,875		30,553
	Other		47,000		--
	Total Accrued Liabilities	$	106,585	$	79,672

Provision_For_Income_Taxes_Tab

Provision For Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
Components of income tax expense (benefit)	'
		Year Ended
		December 31,
		2013			2012
	Current:
	Federal	$	-		$	-
	State		800			800
	Deferred:
	Federal		(706,000	)		(477,000	)
	State		(201,000	)		(136,000	)
			(907,000	)		(613,000	)
	Valuation allowance		907,000			613,000
			-			-
		$	800		$	800
Components of net deferred income tax assets and liabilities	'
		Year Ended December 31,
		2013			2012
	Current deferred income tax assets:
	Accrued officers’ salaries	$	-		$	8,000
	Other		3,000			11,000
	Less valuation allowance		(3,000	)		(19,000	)
	Net current deferred tax assets	$	-		$	-
	Non-current deferred income tax assets and liabilities:
	Net operating loss carryforwards	$	2,370,000		$	1,398,000
	Stock based compensation		54,000			20,000
	Other		9,000			7,000
	Accumulated depreciation of furniture and equipment		(286,000	)		(201,000	)
	Less valuation allowance		(2,147,000	)		(1,224,000	)
	Net non-current deferred tax assets	$	-		$	-
Summary of reconciliation between the statutory income tax rate and the effective tax rate	'
	Statutory federal income tax rate		(34.0	)%
	States taxes		(5.8	)
	Stock based compensation		3.3
	Other		0.5
	Valuation reserve for income taxes		36
			-	%

Net_Loss_Per_Share_Tables

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2013
Net Loss Per Share [Abstract]	'
Computation of basic and diluted net loss per share	'
		December 31,						For the Period from Inception (July 22, 2010) to December 31,
		2013			2012			2013
	Numerator:
	Net Loss	$	(2,519,263	)	$	(1,764,894	)	$	(6,424,697	)
	Denominator:
	Weighted Average of Common Shares		58,906,234			51,660,735			44,799,911
	Basic and Diluted Net Loss per Share	$	(0.04	)	$	(0.03	)	$	(0.14	)

Stock_Option_Plan_Tables

Stock Option Plan (Tables)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of stock options outstanding	'
					Weighted
					Average		Weighted
	Range of				Remaining		Average
	Exercise	Options			Contractual		Exercise		Options
	Prices	Outstanding			Life		Price		Exercisable
	$ 0.025 - 0.1		17,100,000			6.33	$	0.034		11,400,000
2010 STOCK OPTION PLAN [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of assumptions used in the Black-Scholes model	'
		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	%
Summary of stock options activity and related information	'
		For the year ended 2013					For the year ended 2012
		Number of			Average		Number of		Average
		Shares			Price		Shares		Price
	Outstanding at the beginning of year		17,100,000		$	0.034		15,000,000	$	0.025
	Granted		-			-		2,100,000		0.1
	Exercised/Expired/Cancelled		-			-		-		-
	Outstanding at the end of year		17,100,000		$	0.034		17,100,000	$	0.034
	Exercisable at the end of year		11,400,000		$	0.031		7,800,000	$	0.028

Stock_Warrants_Tables

Stock Warrants (Tables) (Warrant [Member])	12 Months Ended
	Dec. 31, 2013
Warrant [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Summary of assumptions used in the Black-Scholes model	'
		For the year ended			For the year ended
		December 31, 2013			December 31, 2012
	Risk-free interest rate		0.29 - 0.84	%		0.27 - 0.73	%
	Expected dividend yield		0	%		0	%
	Expected lives	2.5 - 3.5 years				2.5 – 3.35 years
	Expected volatility		70	%		70	%
Summary of the warrant activity	'
		For the year ended 2013						For the year ended 2012
		Number of			Average			Number of		Average
		Shares			Price			Shares		Price
	Outstanding at the beginning of year		19,605,000		$	0.36			9,826,000	$	0.24
	Granted		9,436,500		$	0.46			9,779,000	$	0.48
	Forfeited/Expired		(175,000	)	$	0.25			-
	Outstanding at the end year		28,866,500		$	0.39			19,605,000	$	0.36

Employment_Agreements_Tables

Employment Agreements (Tables)	12 Months Ended
	Dec. 31, 2013
Employment Agreements [Abstract]	'
Summary of the Company's minimum obligations under employment agreements	'
	2014	$	495,000
	2015		500,000
	2016		104,000
		$	1,099,000

Lease_Commitments_Tables

Lease Commitments (Tables)	12 Months Ended
	Dec. 31, 2013
Lease Commitments [Abstract]	'
Operating leases of lessee disclosure	'
	For the year ended December 31,	Amount
	2014	$	53,000
	2015		21,000
	Total	$	74,000

Nature_of_Operations_Details

Nature of Operations (Details)	0 Months Ended
	Aug. 09, 2010
Nature of Operations (Textual)	'
Issuance of common stock to uKarma, Shares	10,558,896

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Summary of Significant Accounting Policies (Textual)	'	'	'
Capitalized software development costs	$710,200	$499,089	$710,200
Research and Development Expense	337,241	'	337,241
Impairment of production costs, prepaid royalties and inventory	'	'	110,992
Impairment of Long-Lived Assets Held-for-use	'	'	'
Stock based compensation	296,100	260,225	871,325
Stock options, expiration period	'10 years	'	'
Maximum balance insured under Federal Deposit Insurance Corporation	$250,000	'	'
Minimum [Member]	'	'	'
Summary of Significant Accounting Policies (Textual)	'	'	'
Estimated useful lives of furniture and equipment	'5 years	'	'
Maximum [Member]	'	'	'
Summary of Significant Accounting Policies (Textual)	'	'	'
Estimated useful lives of furniture and equipment	'7 years	'	'

Other_Current_Assets_Details

Other Current Assets (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Summary of other current assets	'	'
Consulting and professional fees	$124,296	$14,387
Prepaid offering costs	77,676	'
Other	4,205	'
Total other current assets	$206,177	$14,387

Furniture_and_Equipment_Detail

Furniture and Equipment (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Summary of furniture and equipment	'	'
Furniture and Equipment	$43,245	$32,479
Accumulated Depreciation	-20,681	-12,241
Furniture and Equipment, net	$22,564	$20,238

Accrued_Expenses_Details

Accrued Expenses (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Schedule of components of accrued expenses	'	'
Accrued Salaries and Related Expenses	$25,710	$47,519
Accrued Income Tax	'	1,600
Accrued Professional Fees	33,875	30,553
Other	47,000	'
Total Accrued Liabilities	$106,585	$79,672

Settlement_Payable_Details

Settlement Payable (Details) (USD $)	0 Months Ended	1 Months Ended	12 Months Ended
	Dec. 15, 2011	Nov. 30, 2011	Dec. 31, 2013	Dec. 31, 2012
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	'
Current portion of legal settlement payable	'	'	$68,750	$75,000

Provision_for_Income_Taxes_Det

Provision for Income Taxes (Details) (USD $)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Current:	'	'	'
Federal	'	'	'
State	800	800	'
Deferred:	'	'	'
Federal	-706,000	-477,000	'
State	-201,000	-136,000	'
Deferred income tax expense (benefit), gross	-907,000	-613,000	'
Valuation allowance	907,000	613,000	'
Deferred income tax expense benefit net of valuation allowance	'	'	'
Provision for Income Taxes	$800	$800	$2,400

Provision_for_Income_Taxes_Det1

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

Provision_for_Income_Taxes_Det2

Provision for Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2013
Summary of reconciliation between statutory income tax rate and effective tax rate	'
Statutory federal income tax rate	-34.00%
States taxes	-5.80%
Stock based compensation	3.30%
Other	0.50%
Valuation reserve for income taxes	36.00%
Total	'

Provision_for_Income_Taxes_Det3

Provision for Income Taxes (Details Textual) (USD $)	12 Months Ended
In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Provision for Income Tax (Textual)	'	'
Federal and state net operating loss carry-forwards	$5.90	'
Federal and state net operating loss carry-forwards, Expiration	'Expire in 2031 and 2033	'
Unrecognized tax benefits	'	'
Accrued interest and penalties related to uncertain tax positions	'	'

Stockholders_Equity_Details

Stockholders' Equity (Details) (USD $)

1 Months Ended

12 Months Ended

18 Months Ended

12 Months Ended

12 Months Ended

12 Months Ended

0 Months Ended

1 Months Ended

12 Months Ended

Oct. 31, 2013

Aug. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Aug. 13, 2013

Aug. 28, 2013

Mar. 20, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Series A convertible preferred shares [Member]

Series A convertible preferred shares [Member]

Series A convertible preferred shares [Member]

Series A Preferred Stock And Warrants [Member]

Condition 4 [Member]

Condition 4 [Member]

Condition 5 [Member]

Chief Executive Officer [Member]

Placement Agent [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Software Development [Member]

Software Development [Member]

Software Development [Member]

Software Development [Member]

Software Development [Member]

Warrant [Member]

Warrant [Member]

Condition 1 [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 2 [Member]

Condition 3 [Member]

Condition 3 [Member]

Condition 3 [Member]

Condition 3 [Member]

Condition 4 [Member]

Condition 5 [Member]

Condition 6 [Member]

Condition 6 [Member]

Condition 5 [Member]

Condition 6 [Member]

Condition 7 [Member]

Condition 7 [Member]

Warrant [Member]

Warrant [Member]

Warrant [Member]

Warrant [Member]

Warrant [Member]

Warrant [Member]

Warrant [Member]

Stockholders' Equity (Textual)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Issuance of common stock, Shares

'

'

'

'

'

'

'

'

'

898,200

1,405,332

4,000

5,500,000

'

'

7,776,500

2,500,000

3,088,000

322,317

7,416,987

5,588,000

'

'

'

1,933,886

1,050,000

1,485,246

806,250

'

700,000

282,583

276,000

638,463

'

125,000

Issuance of common stock, Value

'

'

$1,621,808

$861,102

$794,475

'

'

'

'

$186,736

$53,402

$40,000

$137,500

'

'

$1,944,125

$250,000

$772,000

$7,776,500

$185,425

$160,898

'

'

'

$407,143

$52,500

$314,810

$68,142

$19,501,000

$5,825

$59,475

$24,923

$133,908

$3,138

$2,272

Share Price

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$0.25

$0.10

$0.25

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of warrants issued

'

'

'

'

'

'

'

'

'

'

'

'

'

'

7,776,500

'

'

'

'

'

'

25,000

300,000

200,000

'

'

'

'

'

'

'

'

'

'

'

Fair value of warrants

'

'

'

'

'

'

'

'

'

'

'

'

'

9,524

322,317

'

'

'

'

'

'

2,160

23,400

18,840

'

'

'

'

'

'

'

'

'

'

'

Warrants vested in period, Shares

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

412,880

'

Warrants vested in period, Value

'

'

'

'

'

18,000,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

36,379

'

Preferred stock, shares authorized

'

'

50,000,000

50,000,000

'

'

18,000,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred stock, par value (in dollars per share)

'

'

$0.00

$0.00

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred stock, dividend rate, percentage

'

'

'

'

'

8.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred stock, dividend

'

'

'

'

'

$0

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred stock, liquidation preference per share

'

'

'

'

'

$0.50

'

'

$802,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of preferred stock units issued

'

'

'

'

'

26.75

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Per unit price of preferred stock unit issued

'

'

'

'

'

$30,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred Stock, Shares Issued

'

'

'

'

'

3,210,000

3,210,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Exercise price

'

'

'

'

'

$0.50

'

'

'

'

'

'

'

'

$0.50

'

'

'

'

'

'

$0.25

$0.25

$0.25

'

'

'

'

'

'

'

'

'

'

'

Expiration term of warrants

'

'

'

'

'

'5 years

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Value of preferred stock units issued

'

'

'

'

'

802,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Series A convertible preferred stock subscriptions receivable

'

'

'

'

'

152,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Common shares issuable through warrants

'

'

'

'

'

'

'

120,000

'

'

'

'

'

156,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred units, offering costs

'

'

'

82,100

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Private Placement Of Series Convertible Preferred Stock Shares

'

'

'

'

'

3,210,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Liquidation damages series A convertible preferred stock.

'

'

'

$47,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Registration statement description

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date has already passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014.

Preferred stock conversion to common stock

69.00%

69.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Conversion to common stock shares percentage.

103.00%

103.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Net_Loss_Per_Share_Details

Net Loss Per Share (Details) (USD $)	12 Months Ended		18 Months Ended	41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013
Numerator:	'	'	'	'
Net Loss	($2,519,263)	($1,764,894)	($2,140,540)	($6,424,697)
Denominator:	'	'	'	'
Weighted Average of Common Shares	58,906,234	51,660,735	'	44,799,911
Basic and Diluted Net Loss per Share	($0.04)	($0.03)	'	($0.14)

Net_Loss_Per_Share_Details_Tex

Net Loss Per Share (Details Textual)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Warrant [Member]	'	'	'
Net Loss Per Share (Textual)	'	'	'
Securities excluded from the calculation of diluted net loss per share as they were anti-dilutive	45,966,500	36,705,000	45,966,500
Stock Options [Member]	'	'	'
Net Loss Per Share (Textual)	'	'	'
Securities excluded from the calculation of diluted net loss per share as they were anti-dilutive	45,966,500	36,705,000	45,966,500

Stock_Option_Plan_Details

Stock Option Plan (Details) (Employee Stock Option [Member])	12 Months Ended
	Dec. 31, 2013
Employee Stock Option [Member]	'
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract]	'
Risk-free interest rate	0.42%
Expected dividend yield	0.00%
Expected lives	'3 years 6 months
Expected volatility	70.00%

Stock_Option_Plan_Details_1

Stock Option Plan (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Summary of stock options activity and related information	'	'
Outstanding at the beginning of year	19,605,000	9,826,000
Granted	9,436.50	9,779,000
Outstanding at the end of period	28,866,500	19,605,000
Weighted Average Exercise Price, Outstanding at the beginning of period	$0.36	$0.24
Granted	$0.48	$0.48
Weighted Average Exercise Pric, Outstanding at the end of period	$0.39	$0.36
Employee Stock Option [Member]	'	'
Summary of stock options activity and related information	'	'
Outstanding at the beginning of year	17,100,000	15,000,000
Granted	'	2,100,000
Exercised/Expired/Cancelled	'	'
Outstanding at the end of period	17,100,000	17,100,000
Exercisable at the end of year	11,400,000	7,800,000
Weighted Average Exercise Price, Outstanding at the beginning of period	$0.03	$0.03
Granted	'	$0.10
Exercised/Expired/Cancelled	'	'
Weighted Average Exercise Pric, Outstanding at the end of period	$0.34	$0.03
Exercisable at the end of year	$0.03	$0.03

Stock_Option_Plan_Details_2

Stock Option Plan (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013
Stock Option Plan [Abstract]	'
Range of exercise price, Minimum	$0.03
Range of exercise price, Maximum	$0.10
Outstanding Options	17,100,000
Weighted Average Remaining Contractual Term	'6 years 3 months 29 days
Weighted Average Exercise Price	$0.03
Options Exercisable	11,400,000

Stock_Option_Plan_Details_Text

Stock Option Plan (Details Textual) (USD $)	12 Months Ended			41 Months Ended		1 Months Ended	12 Months Ended		41 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2013	Jul. 01, 2012	Nov. 29, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2010	Dec. 31, 2010
						Stock Options [Member]	Stock Options [Member]	Stock Options [Member]	Stock Options [Member]	Maximum [Member]	Minimum [Member]
2010 Stock Option Plan (Textual)	'	'	'	'	'	'	'	'	'	'	'
Expiration period of option granted	'	'	'	'	'	'	'	'	'	'10 years	'5 years
Common shares issuable through warrants	'	'	'	'	'	2,100,000	'	'	'	'	'
Exercise price of option	'	'	'	'	'	$0.10	'	'	'	'	'
Number of shares exercisable under agreement	'	'	'	'	'	300,000	'	'	'	'	'
Number of shares exercisable under agreement, description	'	'	'	'	'	'	'150,000 shares every three months	'	'	'	'
Options valued	'	'	'	'	'	$301,350	'	'	'	'	'
Stock based compensation	296,100	260,225	'	871,325	'	'	86,100	50,225	136,325	'	'
Vesting period of options	'	'	'10 years	'	'	'	'	'	'	'	'
Common stock reserved for issuance under the Plan.	'	'	'	'	15,000,000	'	'	'	'	'	'
Description of annual increase in number of share reserved for issuance	'Amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company.	'	'	'	'	'	'	'	'	'	'
Restriction on increase in shares reserved for issuance under the 2010 Stock Option	'Increase cannot be made until the fully-diluted shares of common stock outstanding exceeds 100,000,000 shares.	'	'	'	'	'	'	'	'	'	'
Total unrecognized compensation cost related to non-vested share-based compensation arrangements	480,025	'	'	480,025	'	'	'	'	'	'	'
Weighted average period for recognition of cost	'1 year 6 months 18 days	'	'	'	'	'	'	'	'	'	'
Estimated aggregate pretax intrinsic value	$2,032,000	'	'	$2,032,000	'	'	'	'	'	'	'

Stock_Warrants_Details

Stock Warrants (Details) (Warrant [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract]	'	'
Risk-free interest rate, Minimum	0.29%	0.27%
Risk-free interest rate, Maximum	0.84%	0.73%
Expected dividend yield	0.00%	0.00%
Expected volatility	70.00%	70.00%
Minimum [Member]	'	'
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract]	'	'
Expected lives	'2 years 6 months	'2 years 6 months
Maximum [Member]	'	'
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract]	'	'
Expected lives	'3 years 4 months 6 days	'3 years 4 months 6 days

Stock_Warrants_Details_1

Stock Warrants (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]	'	'
Outstanding at the beginning of year	19,605,000	9,826,000
Granted	9,436.50	9,779,000
Forfeited/Expired	-175,000	'
Outstanding at the end of period	28,866,500	19,605,000
Weighted Average Exercise Price, Outstanding at the beginning of period	$0.36	$0.24
Granted, Weighted - Average Exercise Price	$0.48	$0.48
Forfeited/Expired, Weighted - Average Exercise Price	$0.25	'
Weighted Average Exercise Price, Outstanding at the Ending of period	$0.39	$0.36

Stock_Warrants_Details_Textual

Stock Warrants (Details Textual) (USD $)

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2012

Dec. 31, 2012

Aug. 13, 2013

Aug. 28, 2013

Mar. 20, 2012

Aug. 13, 2013

Mar. 20, 2012

Mar. 20, 2012

Mar. 20, 2012

Nov. 30, 2012

Nov. 30, 2012

Nov. 30, 2012

Nov. 30, 2012

Nov. 30, 2012

Aug. 06, 2012

Aug. 06, 2012

Aug. 06, 2012

Jul. 01, 2013

Apr. 01, 2013

Mar. 11, 2013

Oct. 15, 2012

Jul. 01, 2013

Apr. 01, 2013

Mar. 11, 2013

Oct. 15, 2012

Jul. 01, 2013

Apr. 01, 2013

Mar. 11, 2013

Oct. 15, 2012

Apr. 01, 2013

Mar. 11, 2013

Apr. 01, 2013

Apr. 01, 2013

Warrant [Member]

Warrant [Member]

Warrant [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Private Placement [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting Services [Member]

Consulting services 2 [Member]

Consulting services 2 [Member]

Consulting services 2 [Member]

Consulting services 2 [Member]

Consulting services 2 [Member]

Placement agency agreement [Member]

Placement agency agreement [Member]

Placement agency agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software development agreement [Member]

Software Development Agreement 2 [Member]

Software Development Agreement 2 [Member]

Minimum [Member]

Maximum [Member]

Warrants 1 [Member]

Warrants 2 [Member]

Warrant 3 [Member]

Condition 1 [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 3 [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 3 [Member]

Condition 4 [Member]

Minimum [Member]

Maximum [Member]

Condition 1 [Member]

Condition 1 [Member]

Condition 1 [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 2 [Member]

Condition 2 [Member]

Condition 2 [Member]

Condition 3 [Member]

Condition 3 [Member]

Condition 1 [Member]

Stock Warrants (Textual)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of warrants issued

'

'

'

'

'

'

7,776,500

2,500,000

3,210,000

3,088,000

25,000

300,000

200,000

'

'

'

'

500,000

'

'

'

'

156,000

'

'

60,000

800,000

350,000

125,000

'

'

'

'

'

'

'

'

'

'

125,000

'

Fair value of warrants

'

'

'

'

'

'

$322,317

$46,000

$135,141

$114,898

$2,160

$23,400

$18,840

'

'

'

'

$44,200

'

'

'

'

$9,524

'

'

$5,640

$75,040

$26,880

$9,738

'

'

'

'

'

'

'

'

'

'

$11,725

'

Exercise price

'

'

'

'

$0.01

$0.75

$0.50

$0.25

$0.50

$0.75

$0.25

$0.25

$0.25

'

'

'

'

$0.25

'

'

'

'

'

$0.25

$0.50

$0.25

$0.25

$0.25

$0.30

'

'

'

'

'

'

'

'

'

'

$0.25

'

Term of warrants

'

'

'

'

'

'

'5 years

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'5 years

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of warrants cashless exercise feature and vest

'

'

'

'

'

'

'

'

'

'

'

'

'

6,250

25,000

100,000

75,000

'

50,000

50,000

100,000

300,000

'

'

'

'

'

'

'

10,000

100,000

50,000

70,000

5,000

100,000

50,000

55,000

60,000

25,000

'

12,500

Description of warrants cashless exercise feature and vest

'

'

'

'

'

'

'

'

'

'

'

'

'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 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.

'

'

'

'

'

'

'

'

'

'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 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.

'

'

'

'

'

'

'

'

'

'

'

'

Number of warrants outstanding

28,866,500

19,605,000

9,826,000

28,866,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Employment_Agreements_Details

Employment Agreements (Details) (USD $)	Dec. 31, 2013
Summary of the Company's minimum obligations under employment agreements	'
2014	$495,000
2015	500,000
2016	104,000
Total	$1,099,000

Employment_Agreements_Details_

Employment Agreements (Details Textual) (USD $)

Dec. 31, 2013

Dec. 31, 2012

Sep. 13, 2010

Aug. 31, 2010

Dec. 31, 2013

Aug. 31, 2010

Aug. 31, 2010

Aug. 31, 2010

Dec. 31, 2013

Aug. 03, 2010

Mar. 31, 2011

Sep. 30, 2010

Dec. 31, 2013

Sep. 13, 2010

Sep. 30, 2010

Sep. 30, 2010

Sep. 30, 2010

Dec. 31, 2010

Sep. 13, 2010

Bill Glaser [Member]

Bill Glaser [Member]

Bill Glaser [Member]

Bill Glaser [Member]

Bill Glaser [Member]

Bill Glaser [Member]

Bill Glaser [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Fred E Tannous [Member]

Condition 1 [Member]

Condition 2 [Member]

Plan [Member]

Plan [Member]

Plan [Member]

Condition 1 [Member]

Condition 2 [Member]

Plan [Member]

Plan [Member]

Plan [Member]

Employment Agreement (Textual)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Term of agreement

'

'

'

'5 years

'

'

'

'

'

'

'

'5 years

'

'

'

'

'

'

'

Agreement amended date

'

'

'

15-Mar-11

'

'

'

'

'

'

'

15-Mar-11

'

'

'

'

'

'

'

Extended Agreement Maturity Date

'

'

'

15-Mar-16

'

'

'

'

'

'

'

15-Mar-16

'

'

'

'

'

'

'

Annual salary

'

'

'

$180,000

$190,000

'

'

'

'

'

'

$180,000

$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, 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. 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, 2011 or (ii) OverNear recognizes $10,000,000 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

8-Aug-11

'

'

'

'

'

'

'

8-Aug-11

8-Aug-11

'

'

'

Revenues

'

'

'

'

'

'

'

'

'

'

'

'

'

'

5,000,000

10,000,000

'

'

'

Common stock shares issued, value

64,980

53,733

50,000

'

'

'

'

'

'

'

'

'

'

50,000

'

'

'

'

'

Percentage of bonus received on EBITDA

'

'

'

5.00%

'

'

'

'

'

'

'

5.00%

'

'

'

'

'

'

'

Common stock purchased through exercise of options

'

'

'

'

'

'

'

5,000,000

'

'

'

'

'

'

'

'

10,000,000

'

'

Exercise price of options

'

'

'

'

'

'

'

$0.03

'

'

'

'

'

'

'

'

$0.03

'

'

Number of shares exercisable under agreement

'

'

'

'

'

'

'

'

2,500,000

'

'

'

'

'

'

'

'

1,000,000

'

Number of shares exercisable at the end of each subsequent period

'

'

'

'

'

'

'

'

'

500,000

'

'

'

'

'

'

'

'

1,000,000

Option expiration period after grant

'

'

'

'

'

'

'

'10 years

'

'

'

'

'

'

'

'

'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.

'

'

'

'

'

'

'

Description 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.

'

'

'

'

'

'

'

Restricted shares of common stock

'

'

'

'

'

'

'

'

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4,000,000

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'

'

'

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Fair market value of shares

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'

'

'

'

'

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'

'

'

$100,000

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'

'

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'

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'

'

Lease_Commitments_Details

Lease Commitments (Details) (USD $)	Dec. 31, 2013
Summary of the Company's obligation under the lease	'
2014	$53,000
2015	21,000
Total	$74,000

Lease_Commitments_Details_Text

Lease Commitments (Details Textual)	12 Months Ended
	Dec. 31, 2013
Lease Commitments (Textual)	'
Lease agreement expiring date	31-May-15

Vendor_Settlements_and_Gain_on1

Vendor Settlements and Gain on Forgiveness of Debt (Details Textual) (USD $)	12 Months Ended		41 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Vendor Settlements And Gain On Forgiveness Of Debt Textual [Abstract]	'	'	'
Gain on settlement and forgiveness of debt	$4,735	$10,847	$248,742

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	12 Months Ended		41 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Mar. 26, 2014	Feb. 14, 2014	Jan. 31, 2014	Dec. 31, 2013
				Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]
Subsequent Events (Textual)	'	'	'	'	'	'	'
Proceed from issuance of Company's common stock in a private placement	$1,944,125	$1,022,000	$3,937,125	'	'	'	$1,226,000
Issuance of common stock in private placement	'	'	'	'	'	'	4,904,000
Warrant expiry period	'	'	'	'	'	'	'5 years
Amount raised in debt or equity financing	'	'	'	'	'	5,000,000	'
Officers annual salary	'	'	'	'	'	$250,000	'
Common stock purchased through exercise of options	'	'	'	'	10,000,000	'	'
Exercise price of options	'	'	'	'	$0.50	'	'
Preferred stock, Voting rights	'	'	'	'One hundred (100) votes for each share.	'	'	'
Common stock, Conversion features	'	'	'	'Each share is convertible into 5 shares of Common stock at an exercise price equal to $0.25 per share and has a cashless conversion feature.	'	'	'