Rowl Inactive 10-Q/A5 Nov 132013 Q2 Quarterly report (amended)Financial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2013	Aug. 17, 2013
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'OverNear, Inc.	'
Entity Central Index Key	'0001500904	'
Amendment Flag	'true	'
Amendment Description	'	'
	The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2013 (the “Amendment No. 1”), as filed with the Securities and Exchange Commission on August 19, 2013 (the “Original Report”), is to update the financial statements filed in the Original Report to clarify that OverNear, Inc. (the “Registrant”) is a development stage company; to include statement of operations, statement of stockholders’ equity and cash flow information for the Registrant for the period from inception (July 22, 2010) through June 30, 2013; to include updated footnotes with disclosures, where applicable, for the period from inception (July 22, 2010) through June 30, 2013 (the “Updated Financial Information”); and to include updated XBRL exhibits reflecting such Updated Financial Information. The financial statements included herein also include changes to conform the disclosures to the financial statements for the three and six months ended June 30, 2013 and 2012, included in our Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, which is being filed with the Securities and Exchange Commission shortly after this filing.

	This Amendment No. 1 does not affect any other portion of the Original Report. Additionally, this Amendment No. 1 does not reflect any event occurring after August 19, 2013, the original filing date of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and with other filings made by the Registrant with the Securities and Exchange Commission subsequent to the filing of the Original Report.
Document Type	'10-Q	'
Current Fiscal Year End Date	'--12-31	'
Document Period End Date	30-Jun-13	'
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2013	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	60,245,085

Condensed_Balance_Sheets

Condensed Balance Sheets (USD $)	Jun. 30, 2013	Dec. 31, 2012
Current Assets:	'	'
Cash	$147,851	$150,159
Prepaid expenses	105,482	14,387
Total Current Assets	253,333	164,546
Furniture and equipment, net	27,005	20,238
Software development in progress	710,200	499,089
Other assets	101,972	53,510
TOTAL ASSETS	1,092,510	737,383
Current Liabilities:	'	'
Accounts payable	186,803	342,154
Accrued expenses	100,027	79,672
Current portion of legal settlement payable	75,000	75,000
Total Current Liabilities	361,830	496,826
Legal settlement payable, net of current portion	31,250	75,000
Total Liabilities	393,080	571,826
Stockholders' Equity	'	'
Common stock, $0.001 par value; 150,000,000 shares authorized; 59,504,100 and 53,733,208 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively.	59,504	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 June 30, 2013 and December 31, 2012, respectively	3,210	3,210
Paid-in capital	5,678,963	4,166,548
Stock subscriptions receivable	-100,000	-152,500
Accumulated deficit in the development stage	-4,942,247	-3,905,434
Total Stockholders' Equity	699,430	165,557
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$1,092,510	$737,383

Condensed_Balance_Sheets_Paren

Condensed Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	59,504,100	53,733,208
Common stock, shares outstanding	59,504,100	53,733,208
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	50,000,000	50,000,000
Series A convertible preferred shares [Member]	'	'
Preferred stock, shares issued	3,210,000	3,210,000
Preferred Stock, Shares Outstanding	3,210,000	3,210,000

Condensed_Statements_of_Operat

Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		35 Months Ended
Condensed Statements of Operations (Unaudited) (USD $)	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013
Statements of Operation [Abstract]	'	'	'	'	'
Sales	'	'	'	'	$89
Cost of Sales	'	'	'	'	17
Gross Profit	'	'	'	'	72
Selling, General and Administrative Expenses	598,250	400,225	989,674	762,639	4,989,566
Impairment of production costs, prepaid royalties and inventory	'	'	'	'	110,992
Operating Loss	-598,250	-400,225	-989,674	-762,639	-5,100,486
Other Income (Expense):	'	'	'	'	'
Gain (Loss) on Settlement and write-off of Accounts Payable	22,541	'	-45,903	'	-45,903
Interest Expense	-174	-353	-436	-1,154	-15,200
Gain on forgiveness of debt	'	'	'	'	248,742
Other	'	'	'	'	-27,000
Other Income (Expense), Net	22,367	-353	-46,339	-1,154	160,639
Loss before Income Taxes	-575,883	-400,578	-1,036,013	-763,793	-4,939,847
Provision for Income Taxes	'	'	-800	-800	-2,400
Net Loss	($575,883)	($400,578)	($1,036,813)	($764,593)	($4,942,247)
Loss Per Share-Basic and Diluted	($0.01)	($0.01)	($0.02)	($0.02)	($0.12)
Weighted average shares used in computing earnings per share:	57,695,859	51,867,098	55,927,484	50,248,371	41,842,220

Condensed_Statement_of_Stockho

Condensed Statement of Stockholders' Equity (Unaudited) (USD $)	Total	Preferred Stock	Common Stock	Paid-in Capital	Stock Subscriptions Receivable	Accumulated Deficit in the development stage
Beginning Balance at Jul. 22, 2010	'	'	'	'	'	'
Beginning Balance, Shares at Jul. 22, 2010	'	'	'	'	'	'
Excess of liabilities assumed over assets transferred from uKarma	-169,194	'	'	-169,194	'	'
Issuance of common stock to uKarma	10,559	'	10,559	'	'	'
Issuance of common stock to uKarma, Shares	'	'	10,558,896	'	'	'
Additional capital contributed	27,000	'	'	27,000	'	'
Issuance of common stock in lieu of officer compensation	100,000	'	4,000	96,000	'	'
Issuance of common stock in lieu of officer compensation, Shares	'	'	4,000,000	'	'	'
Private Placement of Series A convertible preferred stock	657,835	3,210	'	654,625	'	'
Private Placement of Series A convertible preferred stock, Shares	'	3,210,000	'	'	'	'
Fair value of warrants issued in connection with Series A convertible preferred stock	135,141	'	'	135,141	'	'
Fair value of warrant issued to placement agent in connection with Series A convertible preferred stock	9,524	'	'	9,524	'	'
Offering cost Series A convertible preferred stock	-82,100	'	'	-82,100	'	'
Proceeds from subscriptions receivable Series A convertible preferred stock	-152,500	'	'	'	-152,500	'
Private placement of common stock	1,655,577	'	15,688	1,639,889	'	'
Private placement of common stock,Shares	'	'	15,688,000	'	'	'
Fair value of warrants issued in connection with private placement	337,423	'	'	337,423	'	'
Issuance of common stock for services	690,654	'	14,624	676,030	'	'
Issuance of common stock for services, Shares	'	'	14,623,993	'	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee	57,402	'	1,445	55,957	'	'
Issuance of common stock in payment of settlement of accounts payable and retainer fee, Shares	'	'	1,445,332	'	'	'
Issuance of common stock in lieu of officers deferred compensation	185,425	'	7,417	178,008	'	'
Issuance of common stock in lieu of officers deferred compensation (in shares)	'	'	7,416,987	'	'	'
Fair value of warrants issued for consulting services	5,825	'	'	5,825	'	'
Fair value of warrants issued for software development	27,195	'	'	27,195	'	'
Stock based compensation	575,225	'	'	575,225	'	'
Net loss	-3,905,434	'	'	'	'	-3,905,434
Balance at Dec. 31, 2012	165,557	3,210	53,733	4,166,548	-152,500	'
Balance, Shares at Dec. 31, 2012	'	3,210,000	53,733,208	'	'	'
Beginning Balance at Jan. 01, 2013	165,557	3,210	53,733	4,166,548	-152,500	-3,905,434
Beginning Balance, Shares at Jan. 01, 2013	'	3,210,000	53,733,208	'	'	'
Proceeds from subscriptions receivable Series A convertible preferred stock	152,500	'	'	'	152,500	'
Private placement of common stock	760,678	'	3,660	757,018	'	'
Private placement of common stock,Shares	'	'	3,660,000	'	'	'
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	'	'	'
Fair value of warrants issued for consulting services	8,840	'	'	8,840	'	'
Fair value of warrants issued for software development	3,138	'	'	3,138	'	'
Stock based compensation	148,050	'	'	148,050	'	'
Common stock subscriptions receivable	-100,000	'	'	'	-100,000	'
Fair value of warrants issued in connection with private placement of common stock	154,322	'	'	154,322	'	'
Issuance of common stock for consulting services	196,947	'	930	196,017	'	'
Issuance of common stock for consulting services, Shares	'	'	930,109	'	'	'
Issuance of common stock in connection with software development	59,475	'	283	59,192	'	'
Issuance of common stock in connection with software development, Shares	'	'	282,583	'	'	'
Net loss	-1,036,813	'	'	'	'	-1,036,813
Balance at Jun. 30, 2013	$699,430	$3,210	$59,504	$5,678,963	($100,000)	($4,942,247)
Balance, Shares at Jun. 30, 2013	'	3,210,000	59,504,100	'	'	'

Statements_of_Cash_Flows_Unaud

Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		35 Months Ended
Statements of Cash Flows (Unaudited) (USD $)	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013
Cash Flow from Operating Activities:	'	'	'
Net loss	($1,036,813)	($764,593)	($4,942,247)
Adjustment to reconcile net loss to net cash used in operating activities:	'	'	'
Depreciation	3,998	2,570	16,239
Amortization of production costs	'	'	172,268
Loss on settlement of accounts payable	45,903	'	45,903
Issuance of stock warrants for consulting services	8,840	1,178	14,665
Issuance of common stock for consulting services	133,977	'	647,756
Stock based compensation	148,050	105,000	723,275
Impairment of production costs, prepaid royalties and inventory	'	'	110,992
Issuance of stock in lieu of officer compensation	'	'	100,000
Gain On Forgiveness Of Debt	'	'	-248,742
(Increase) Decrease in operating assets:	'	'	'
Employee advances	'	-26,000	'
Prepaid expenses	-28,125	71,041	31,690
Other assets	-26,316	-2,107	-30,073
Increase (Decrease) in operating liabilities:	'	'	'
Legal settlement payable	-43,750	-37,500	106,250
Accrued expenses	-14,518	36,705	175,850
Accounts payable	20,355	71,676	387,160
Net Cash Used in Operating Activities	-788,399	-542,030	-2,689,014
Cash Flow from Investing Activities:	'	'	'
Patent costs and trademark	-22,145	'	-67,702
Purchase of equipment	-10,766	-2,526	-28,115
Software development in progress	-148,498	-152,069	-620,392
Cash acquired from uKarma	'	'	6,476
Net Cash Used in Investing Activities	-181,409	-154,595	-709,733
Cash Flow from Financing Activities:	'	'	'
Repayment of notes payable, unrelated parties	'	'	-8,802
Additional capital contributed	'	'	27,000
Proceeds from private placement of common stock	815,000	982,000	2,808,000
Proceeds from Series A convertible preferred stock, net of offering cost	152,500	'	720,400
Net Cash Provided by Financing Activities:	967,500	982,000	3,546,598
Net (Decrease) Increase in Cash	-2,308	285,375	147,851
Cash Balance at Beginning of Period	150,159	181,995	'
Cash Balance at End of Period	147,851	467,370	147,851
Supplemental Disclosures:	'	'	'
Interest Paid	436	1,154	16,081
Taxes Paid	$296	$1,600	$2,696

Basis_of_Presentation_and_Crit

Basis of Presentation and Critical Accounting Policies	6 Months Ended
Basis of Presentation and Critical Accounting Policies	Jun. 30, 2013
Basis of Presentation and Critical Accounting Policies [Abstract]	'
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES	'
	NOTE 1 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

	OverNear, Inc. (“the Company”) was incorporated on July 22, 2010 in the State of Nevada as Awesome Living, Inc. On June 20, 2011, the name of the corporation was changed to OverNear, Inc. The Company’s headquarters are located in Santa Monica, California. The Company is in the process of developing a location-based social networking and mobile advertising platform, a beta version of which was released for use by the general public in January 2013. The condensed consolidated financial statements of OverNear, Inc. (which may be referred to as "OverNear," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America.

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

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

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

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

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

	Software Development Costs - Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of June 30, 2013 and December 31, 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a location-based social networking and mobile advertising platform to connect people to people and merchants to shoppers.

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

	Stock Based Compensation - The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $74,025 and $148,050 was incurred for the three and six months ended June 30, 2013 and $52,500 and $105,000 for the corresponding periods in 2012, and $723,275 for the period from inception (July 22, 2010) to June 30, 2013.

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

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

Going_Concern

Going Concern	6 Months Ended
Going Concern	Jun. 30, 2013
Going Concern [Abstract]	'
GOING CONCERN	'
	NOTE 2 – GOING CONCERN

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

	Management of the Company is actively seeking financing to continue the development of its location-based mobile platform and market its products and services. The ability of the Company to continue as a going concern is dependent on its ability to meet its financing arrangements and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The report from the Company’s independent registered public accounting firm relating to the year ended December 31, 2012 states that there is substantial doubt about the Company’s ability to continue as a going concern.

Accrued_Expenses

Accrued Expenses	6 Months Ended
Accrued Expenses	Jun. 30, 2013
Accrued Expenses [Abstract]	'
ACCRUED EXPENSES	'
	NOTE 3 – ACCRUED EXPENSES

	Accrued expenses consisted of the following:

		June 30,		December 31,
		2013		2012

	Accrued Salaries and Related Expenses	$	50,175	$	47,519
	Accrued Income Tax		2,104		1,600
	Accrued Professional Fees		47,748		30,553
	Total Accrued Liabilities	$	100,027	$	79,672

Legal_Settlement_Payable

Legal Settlement Payable	6 Months Ended
	Jun. 30, 2013
Legal Settlement Payable [Abstract]	'
LEGAL SETTLEMENT PAYABLE	'
	NOTE 4 – LEGAL SETTLEMENT PAYABLE

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

	Total settlement payable, as of June 30, 2013	$	106,250
	Current portion of settlement payable		75,000
	Settlement payable, net of current portion	$	31,250

	The following schedule represents maturities of the settlement payable:

	July 1, 2013 through June 30, 2014		75,000
	July 1, 2014 through December 7, 2014		31,250
	Total	$	106,250

Stockholders_Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2013
Stockholders' Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	NOTE 5 – STOCKHOLDERS’ EQUITY

	Common Stock

	During the six months ended June 30, 2013, the Company executed the following common stock transactions:

	●	the issuance of an aggregate 3,660,000 common shares to accredited investors in a private placement. Total consideration from this issuance of common stock amounted to $915,000, of which $100,000 was receivable at June 30, 2013 and was presented as an offset to equity in the accompanying balance sheet. The common stock issued included warrants with a fair value of $154,322.

	●	the issuance of an aggregate 930,109 shares of the Company’s common stock with a value of $196,947 for consulting services,

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

	●	the issuance of 282,583 shares of common stock valued at $59,475 for software development services.

	Preferred Stock

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

	Warrants

	During the six months ended June 30, 2013, the Company issued warrants to purchase common stock to investors in private placements for the right to purchase 3,660,000 shares of the Company’s common stock at $0.50 per share. The warrants vested immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $154,322, 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. The assumptions used in the Black-Scholes option pricing model are as follows:

	Risk-free interest rate			0.29% - 0.46	%
	Expected dividend yield			0	%
	Expected lives		2.5 years – 3.5 years
	Expected volatility			70	%

	Warrants to purchase an aggregate of 24,365,000 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of June 30, 2013. A summary of the Company’s warrant activity and related information for the six months ended June 30, 2013 is as follows:
			Warrants			Weighted Average Exercise Price
	Outstanding at January 1, 2013			19,605,000		$	0.37
	Granted			4,935,000			0.44
	Exercised			-			-
	Forfeited/Expired			(175,000	)		0.25
	Outstanding at June 30, 2013			24,365,000		$	0.38

	Stock Options

	During 2010, the Board of Directors approved and adopted the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. Options generally vest over ten years. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company and any such increase cannot be made until the fully diluted shares of common stock outstanding exceeds 100,000,000 shares. The Company did not grant any stock options during the six months ended June 30, 2013. Options to purchase 17,100,000 shares of common stock at an average exercise price of $0.034 per share are outstanding at June 30, 2013. Of that amount, 9,600,000 are exercisable at an average price of $0.03 per share.

	As of June 30, 2013, there was $628,075 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.1 years.

	The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended June 30, 2013 and the exercise price, multiplied by the number of in-the-money options) is approximately $1,730,000. This amount changes based on the fair market value of the Company’s common stock.

	Initial Public Offering

	As of the date of this filing, the SEC is in the review process of a Registration Statement the Company filed On May 13, 2013. The Company provided for the registration of (i) up to 10,000,000 shares of common stock of the Company to be offered to public stockholders for up to $5,000,000 in gross proceeds (net $4,537,000 after expenses); (ii) the distribution of 10,558,896 shares (the "Distribution Shares") of common stock of the Company owned by Innolog Holdings Corporation (formerly named uKarma Corporation, or "Innolog"); and (iii) the resale (the "Resale") of an aggregate of 6,420,000 shares of the Company's common stock owned by twenty-two (22) selling shareholders identified therein. No payment will be made by any recipient of the Distribution Shares to either Innolog or the Company and the Company will not receive any proceeds from the Resale. The proceeds from the offering are expected to be used for engineering and research and development; business development and sales and marketing; and general and administrative expenses. The registration statement is subject to approval by the SEC.

Loss_Per_Share

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

	There were no dilutive securities for the three and six months ended June 30, 2013 and 2012 and for the period from inception (July 22, 2010) to June 30, 2013. A total of 41,465,000 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2013 and for the period from inception (July 22, 2010) to June 30, 2013, and 30,454,000 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2012, because they were anti-dilutive.

NonCash_Transactions

Non-Cash Transactions	6 Months Ended
Non-Cash Transactions	Jun. 30, 2013
Non Cash Transactions [Abstract]	'
NON-CASH TRANSACTIONS	'
	NOTE 7 – NON-CASH TRANSACTIONS

	Non cash activities during the six months ended June 30, 2013 are as follows:

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

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

	·	The Company issued 300,000 shares of its common stock valued at $62,970 for consulting services to be performed from June 2013 to June 2014.

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

	Non cash activities during six months ended June 30, 2012 are as follows:

	·	The Company issued 502,485 shares of its common stock valued at $105,015 as prepayment for consulting services.

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

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

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

	Assets and liabilities acquired:

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

	Purchase consideration

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

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

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

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

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

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

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

Commitments_and_Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2013
Commitments and Contingencies [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	NOTE 8 – COMMITMENTS AND CONTINGENCIES

	Employment Agreement

	On August 3, 2010, the Company entered into a 5-year (“Term”) agreement with Bill Glaser for his services as Chief Executive Officer. The agreement was amended on March 15, 2011 to change his title from Chief Executive Officer to President. Per the amendment to the agreement dated August 8, 2010, Mr. Glaser is compensated with an annual salary of $190,000. Mr. Glaser’s annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 3,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 500,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to OverNear on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Glaser. In the event of Mr. Glaser’s termination without cause by OverNear, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

	On September 13, 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer. Per the amendment to the agreement dated August 8, 2010, Mr. Tannous is compensated with an annual salary of $190,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. As a signing bonus, Mr. Fred Tannous was issued shares of OverNear’s common stock valued at $50,000. Mr. Fred Tannous will also receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). His agreement also provides for options to purchase 10,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 1,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to OverNear on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Tannous. In the event of Mr. Tannous’ termination without cause by OverNear, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

	The following table summarizes the Company’s minimum obligations in the event of no early termination under employment agreements as of June 30, 2013:

	Twelve Months Ending June 30	Amount
	2014	$	380,000
	2015		380,000
	2016		300,000
	Total	$	1,060,000

	Consulting Agreement

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

	Lease Commitment

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

	The following table summarizes the Company's future minimum commitment under lease agreement as of June 30, 2013:

	Twelve Months Ending June 30,	Amount
	2014	$	53,000
	2015		47,000
	Total	$	100,000

Vendor_Settlements_and_Gain_on

Vendor Settlements and Gain on Forgiveness of Debt	6 Months Ended
Vendor Settlements and Gain on Forgiveness of Debt	Jun. 30, 2013
Vendor Settlements and Gain on Forgiveness of Debt [Abstract]	'
Vendor Settlements and Gain on Forgiveness of Debt [Text Block]	'
	NOTE 9 – VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT

	The Company has entered into arrangements with various professional service providers for amounts different than the liability recorded in the accounts payable. The Company's officers also forgave their deferred compensation during 2011. As a result of these transactions, the Company recorded gain (loss) on settlement and forgiveness of debt of $22,541, $(45,903), and $202,839 for the three and six months ended June 30, 2013 and for the period from inception (July 22, 2010) to June 30, 2013, respectively. There was no such gain (loss) on settlement and forgiveness of debt during the three and six months ended June 30, 2012.

Subsequent_Events

Subsequent Events	6 Months Ended
	Jun. 30, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 10 – SUBSEQUENT EVENTS

	Common Stock

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

	●	the issuance of an aggregate 432,500 shares to investors in a private placement. Total consideration from issuance of common stock amounted to $108,125. These issuances were exempt from registration requirements in reliance on Section 4(2) of the Securities Act.

	●	On July 1, 2013, the Company entered into an agreement with an individual to provide consulting services. In connection with the agreement the Company granted 250,000 shares of its common stock. These issuances were exempt from registration requirements in reliance on Section 4(2) of the Securities Act.

Basis_of_Presentation_and_Crit1

Basis of Presentation and Critical Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2013
Basis of Presentation and Critical Accounting Policies [Abstract]	'
Development Stage Enterprises	'
Development Stage Enterprises	The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, “Development Stage Entities”. The Company is devoting substantially all of its present efforts to design and develop a location-based social networking and mobile advertising platform and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since July 22, 2010, have been considered as part of the Company’s development stage activities.
Software Development Costs	'
Software Development Costs	Software Development Costs - Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of June 30, 2013 and December 31, 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a location-based social networking and mobile advertising platform to connect people to people and merchants to shoppers.
Net Loss Per Share	'
	Net Loss Per Share - The Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive.

Stock Based Compensation	'
	Stock Based Compensation - The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $74,025 and $148,050 was incurred for the three and six months ended June 30, 2013 and $52,500 and $105,000 for the corresponding periods in 2012, and $723,275 for the period from inception (July 22, 2010) to June 30, 2013.

	The Company accounts for stock issued to non-employees in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees”. FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).
New Accounting Pronouncements	'
New Accounting Pronouncements	New Accounting Pronouncements - Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.

Accrued_Expenses_Tables

Accrued Expenses (Tables)	6 Months Ended
Accrued Expenses (Tables)	Jun. 30, 2013
Accrued Expenses [Abstract]	'
Schedule of components of accrued expenses	'

		June 30,		December 31,
		2013		2012

	Accrued Salaries and Related Expenses	$	50,175	$	47,519
	Accrued Income Tax		2,104		1,600
	Accrued Professional Fees		47,748		30,553
	Total Accrued Liabilities	$	100,027	$	79,672

Legal_Settlement_Payable_Table

Legal Settlement Payable (Tables)	6 Months Ended
Legal Settlement Payable (Tables)	Jun. 30, 2013
Legal Settlement Payable [Abstract]	'
Settlement of legal dispute net	'
	Total settlement payable, as of June 30, 2013	$	106,250
	Current portion of settlement payable		75,000
	Settlement payable, net of current portion	$	31,250

Summary of maturity of the settlement payable	'
	July 1, 2013 through June 30, 2014		75,000
	July 1, 2014 through December 7, 2014		31,250
	Total	$	106,250

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	6 Months Ended
Stockholders' Equity (Tables)	Jun. 30, 2013
Stockholders' Equity [Abstract]	'
Schedule of assumptions used in valuation of warrants	'

	Risk-free interest rate		0.29% - 0.46	%
	Expected dividend yield		0	%
	Expected lives	2.5 years – 3.5 years
	Expected volatility		70	%

Warrant [Member]	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'
Schedule of Share-based Compensation, Activity [Table Text Block]	'
		Warrants			Weighted Average Exercise Price
	Outstanding at January 1, 2013		19,605,000		$	0.37
	Granted		4,935,000			0.44
	Exercised		-			-
	Forfeited/Expired		(175,000	)		0.25
	Outstanding at June 30, 2013		24,365,000		$	0.38

Commitments_and_Contingencies_

Commitments and Contingencies (Tables)	6 Months Ended
Commitments and Contingencies (Tables)	Jun. 30, 2013
Commitments and Contingencies [Abstract]	'
Summary of the Company's minimum obligations under employment agreements	'
	Twelve Months Ending June 30	Amount
	2014	$	380,000
	2015		380,000
	2016		300,000
	Total	$	1,060,000

Noncash_Transactions_Tables

Non-cash Transactions (Tables)	6 Months Ended
Non-cash Transactions (Tables)	Jun. 30, 2013
Non Cash Transactions [Abstract]	'
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	'
	Assets and liabilities acquired:

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

Schedule of Recognized Purchase consideration	'
	Purchase consideration

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

Basis_of_Presentation_and_Crit2

Basis of Presentation and Critical Accounting Policies (Details) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended		35 Months Ended
	Aug. 09, 2010	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Dec. 31, 2012
Summary of Significant Accounting Policies (Textual)	'	'	'	'	'	'	'
Capitalized software development costs	'	$710,200	'	$710,200	'	$710,200	$499,089
Stock based compensation	'	$74,025	$52,500	$148,050	$105,000	$723,275	'
Stock options, expiration period	'	'	'	'10 years	'	'	'
Common shares issued to uKarma as consideration for acquisition	10,558,896	'	'	'	'	'	'

Accrued_Expenses_Details

Accrued Expenses (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Schedule of components of accrued expenses	'	'
Accrued Salaries and Related Expenses	$50,175	$47,519
Accrued Income Tax	2,104	1,600
Accrued Professional Fees	47,748	30,553
Total Accrued Liabilities	$100,027	$79,672

Legal_Settlement_Payable_Detai

Legal Settlement Payable (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Summary of settlement payable	'	'
Total settlement payable, as of June 30, 2013	$106,250	'
Current portion of settlement payable	75,000	75,000
Settlement payable, net of current portion	$31,250	$75,000

Legal_Settlement_Payable_Detai1

Legal Settlement Payable (Details 1) (USD $)	Jun. 30, 2013
Schedule of maturities of the settlement payable	'
July 1, 2013 through June 30, 2014	$75,000
July 1, 2014 through December 7, 2014	31,250
Total settlement payable, as of June 30, 2013	$106,250

Legal_Settlement_Payable_Detai2

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

Stockholders_Equity_Details

Stockholders' Equity (Details) (Warrant [Member])	6 Months Ended
Stockholders' Equity (Details) (Warrant [Member])	Jun. 30, 2013
The assumptions used in the Black-Scholes option pricing model	'
Risk-free interest rate, Minimum	0.29%
Risk-free interest rate, Maximum	0.46%
Expected dividend yield	0.00%
Expected volatility	70.00%
Minimum [Member]	'
The assumptions used in the Black-Scholes option pricing model	'
Expected lives	'2 years 6 months
Maximum [Member]	'
The assumptions used in the Black-Scholes option pricing model	'
Expected lives	'3 years 6 months

Stockholders_Equity_Details_1

Stockholders' Equity (Details 1) (Warrant [Member], USD $)	6 Months Ended
Stockholders' Equity (Details 1) (Warrant [Member], USD $)	Jun. 30, 2013
Warrant [Member]	'
Summary of the status of stock options issued by the Company	'
Outstanding at the beginning of year	19,605,000
Granted	4,935,000
Exercised	'
Forfeited/Expired	-175,000
Outstanding at the end of period	24,365,000
Weighted Average Exercise Price, Outstanding at the beginning of period	$0.37
Granted	$0.44
Exercised	'
Forfeited/Expired	$0.25
Weighted Average Exercise Pric, Outstanding at the end of period	$0.38

Stockholders_Equity_Details_Te

Stockholders' Equity (Details Textual) (USD $)

6 Months Ended

29 Months Ended

6 Months Ended

12 Months Ended

6 Months Ended

0 Months Ended

6 Months Ended

0 Months Ended

6 Months Ended

Jun. 30, 2013

Dec. 31, 2012

Jun. 30, 2013

Dec. 31, 2010

Jun. 30, 2013

Jan. 01, 2013

Jun. 30, 2013

Apr. 03, 2013

Jun. 30, 2013

Mar. 11, 2013

Apr. 03, 2013

Apr. 01, 2013

Mar. 11, 2013

Apr. 01, 2013

Mar. 11, 2013

Jun. 30, 2013

2010 Stock Option Plan [Member]

Minimum [Member]

Maximum [Member]

Warrant [Member]

Private Placement [Member]

Software development agreement [Member]

Common Stock [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

2010 Stock Option Plan [Member]

Minimum [Member]

Maximum [Member]

Warrant [Member]

Condition 1 [Member]

Condition 2 [Member]

Condition 3 [Member]

Stockholders' Equity (Textual)

Stock Issued During Period, Shares,New Issues

3,660,000

Proceeds from private placement of Series A convertible preferred stock,net of offering costs

$915,000

Amount Receivable Under Private Placement

100,000

Issuance of common stock for consulting services

196,947

Issuance of common stock for consulting services, (Shares)

930,109

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

186,736

57,402

186,736

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

898,200

Issuance of common stock for software development services

59,475

Issuance of common stock for software development services, Share

282,583

Preferred stock, shares authorized

50,000,000

18,000,000

Preferred stock, par value (in dollars per share)

$0.00

Preferred stock, dividend rate, percentage

8.00%

Preferred stock, liquidation preference per share

$0.50

Number of warrants issued

3,660,000

350,000

800,000

125,000

Exercise price

$0.50

$0.25

Fair value of warrants

154,322

75,040,000

26,880

11,725

Term of warrants

'5 years

Number of warrants cashless exercise feature and vest

50,000

25,000

Description of warrants cashless exercise feature and vest

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

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

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

Number of warrants outstanding

24,365,000

0.01

0.75

Expiration period of option granted

'5 years

'10 years

Vesting period of options

'10 years

Common stock shares reserved for future issuance after reduction

15,000,000

Description of common shares reserved for issuance

'Total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company and any such increase cannot be made until the fully diluted shares of common stock outstanding exceeds 100,000,000 shares.

Granted

4,935,000

Options outstanding

17,100,000

24,365,000

19,605,000

Options outstanding weighted average exercise price

$0.03

$0.38

$0.37

Options exercisable

9,600,000

Options weighted average exercisable price

$0.03

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

628,075

Weighted average period for recognition of cost

'2 years 1 month 6 days

Option intrinsic value

1,730,000

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

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

Maximum number of common stock to be offered to public stockholders

10,000,000

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

5,000,000

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

$4,537,000

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

10,558,896

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

6,420,000

Loss_Per_Share_Details

Loss Per Share (Details) (Warrant and Stock Options [Member])	3 Months Ended		6 Months Ended		35 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013
Warrant and Stock Options [Member]	'	'	'	'	'
Loss Per Share (Textual)	'	'	'	'	'
Securities excluded from the calculation of diluted net loss per share as they were anti-dilutive	41,465,000	30,454,000	41,465,000	30,454,000	41,465,000

NonCash_Transactions_Details

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

NonCash_Transactions_Details_1

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

NonCash_Transactions_Details_T

Non-Cash Transactions (Details Textual) (USD $)	6 Months Ended		29 Months Ended	35 Months Ended
Non-Cash Transactions (Details Textual) (USD $)	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013
Non Cash Transactions (Textual)	'	'	'	'
Common stock issued to CEO in lieu of accrued compensation (in shares)	'	'	'	5,500,000
Common stock issued to CEO in lieu of accrued compensation	'	'	'	$137,500
Issuance of common stock in lieu of officers deferred compensation (in shares)	'	'	'	1,405,332
Issuance of common stock in lieu of officers deferred compensation	'	'	185,425	53,402
Issuance of common stock in payment for consulting services (in shares)	'	'	7,416,987	1,050,000
Issuance of common stock in payment for consulting services	'	'	'	52,500
Issuance of common stock for consulting services	196,947	'	'	'
Common stock issued in payment of settlement of accounts payable	186,736	4,000	'	53,402
Common stock issued in payment of settlement of accounts payable, Shares	898,200	40,000	'	1,405,332
Warrants issued for software development services, Shares	'	'	'	276,000
Warrants issued for software development services	3,138	'	'	24,923
Consulting Services [Member]	'	'	'	'
Non Cash Transactions (Textual)	'	'	'	'
Issuance of common stock for consulting services, (Shares)	300,000	502,485	'	'
Issuance of common stock for consulting services	62,970	105,015	'	'
Software Development Services [Member]	'	'	'	'
Non Cash Transactions (Textual)	'	'	'	'
Issuance of common stock for consulting services, (Shares)	282,583	'	'	'
Issuance of common stock for consulting services	59,475	'	'	'
Warrants issued for software development services, Shares	'	'	'	125,000
Warrants issued for software development services	'	'	'	$2,272

Commitments_and_Contingencies_1

Commitments and Contingencies (Details) (Employment Agreement [Member], USD $)	Jun. 30, 2013
Employment Agreement [Member]	'
Summary of the Company's minimum obligations under employment agreements	'
2014	$380,000
2015	380,000
2016	300,000
Total	$1,060,000

Commitments_and_Contingencies_2

Commitments and Contingencies (Details 1) (USD $)	Jun. 30, 2013
Summary of the Company's obligation under the lease	'
2014	$53,000
2015	47,000
Total	$100,000

Commitments_and_Contingencies_3

Commitments and Contingencies (Details Textual) (USD $)

0 Months Ended

1 Months Ended

Apr. 15, 2013

Jun. 30, 2013

Dec. 31, 2012

Aug. 31, 2010

Dec. 31, 2012

Aug. 03, 2010

Aug. 31, 2010

Sep. 30, 2010

Sep. 13, 2010

Sep. 30, 2010

Sep. 13, 2010

Sep. 30, 2010

Book

Bill Glaser [Member]

Fred E. Tannous [Member]

Plan [Member]

Condition 1 [Member]

Condition 2 [Member]

Plan [Member]

Condition 1 [Member]

Condition 2 [Member]

Commitments and Contingencies (Textual)

Term of agreement

'5 years

Agreement amended date

15-Mar-11

Annual salary

$190,000

Description for increase in annual salary

'Mr. Glaser's annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues.

'The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues.

'Mr. Tannous' annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues.

Increased annual salary

250,000

360,000

250,000

360,000

Amount raised in debt or equity financing

5,000,000

10,000,000

5,000,000

10,000,000

Date after which debt or equity financing raised

8-Aug-10

Cumulative gross revenues

5,000,000

10,000,000

5,000,000

10,000,000

Common stock shares issued, value

59,504

53,733

50,000

Percentage of bonus received on EBITDA

5.00%

Common stock purchased through exercise of options

5,000,000

10,000,000

Exercise price of options

$0.03

Number of shares exercisable under agreement

3,000,000

Number of shares exercisable at the end of each subsequent period

500,000

1,000,000

Option expiration period after grant

'10 years

Condition of termination

'In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Glaser's termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000.

'In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Tannous' termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000.

Condition of termination by company without Cause

'Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year's salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

'Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year's salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

Consulting agreement, non cash consideration

535,764

Consulting agreement, shares issuable upon execution

267,884

Consulting agreement, remaining shares issuable

267,880

Consulting agreement, shares issuable every three month period

33,485

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

6,000

Consulting Agreement, Value Of Copies To Be Purchased

$102,000

Vendor_Settlements_and_Gain_on1

Vendor Settlements and Gain on Forgiveness of Debt (Details Textual) (USD $)	3 Months Ended		6 Months Ended		35 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013
Vendor Settlements and Gain on Forgiveness of Debt [Abstract]	'	'	'	'	'
Gains (Losses) on Extinguishment of Debt	$22,541	'	($45,903)	'	($45,903)

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	6 Months Ended		35 Months Ended	6 Months Ended	0 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2013	Jul. 01, 2013
				Subsequent Event [Member]	Subsequent Event [Member]
					Consulting Agreement [Member]
Subsequent Events (Textual)	'	'	'	'	'
Proceed from issuance of Company's common stock in a private placement	$815,000	$982,000	$2,808,000	$108,125	'
Issuance of common stock in private placement	'	'	'	432,500	'
Number of common stock grant under agreement	'	'	'	'	250,000