UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2012

or

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

For the transition period from __________ to __________

Commission file number: 000-54119

OverNear, Inc.

(Exact name of registrant as specified in its charter)

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

9595 Wilshire Blvd., Suite 900

Beverly Hills, California 90212

 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:   (310) 744-6060

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      [ ] Yes      [x] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   [ ]  Yes      [x] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. [x] Yes       [ ]  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [ ]  Yes     [x] No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

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

Large accelerated filer   [ ]	Accelerated filer   [ ]
Non-accelerated filer  [ ]	Smaller reporting company [x]

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

At June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, there was no aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as a public market for the registrant’s common stock did not exist at that time, and the common stock is not currently listed, traded, or quoted on any national or regional stock exchange, market, or quotation system.

As of April 15, 2013, there were 54,933,208 shares of common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2012 (the “Amendment No. 1”), as filed with the Securities and Exchange Commission on April 16, 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 December 31, 2012; to include an updated auditor’s report and updated footnotes with disclosures, where applicable, for the period from inception (July 22, 2010) through December 31, 2012 (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 years ended December 31, 2012 and 2011 included in our Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, to be 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 April 16, 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.

PART II

 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements for the fiscal years ended December 31, 2012 and 2011, and for the period from inception (July 22, 2010) to December 31, 2012, begin on the following page, starting with page F-1. 

OverNear, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2012 and 2011	F-3
Statements of Operations for the Years Ended December 31, 2012 and 2011 and for the period from inception (July 22, 2010) to December 31, 2012	F-4
Statements of Changes in Stockholders’ Equity (Deficit) from inception (July 22, 2010) to December 31, 2012	F-5
Statements of Cash Flows for the Years Ended December 31, 2012 and 2011 and for the period from inception (July 22, 2010) to December 31, 2012	F-6
Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

OverNear, Inc.

We have audited the accompanying balance sheets of OverNear, Inc. (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2012, and for the period from inception (July 22, 2010) to December 31, 2012.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012, and for the period from inception (July 22, 2010) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

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

/s/ GUMBINER SAVETT INC.

GUMBINER SAVETT INC.

Santa Monica, California

April 15, 2013

F-2

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY) 

BALANCE SHEETS

	December 31,
ASSETS	2012			2011
Current Assets
Cash	$	150,159		$	181,995
Prepaid expenses		14,387			51,975
Total Current Assets		164,546			233,970
Furniture and equipment, net		20,238			11,993
Software development in progress		499,089			133,068
Other assets		53,510			3,145
TOTAL ASSETS	$	737,383		$	382,176
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	342,154		$	265,398
Accrued expenses		79,672			138,359
Current portion of legal settlement payable		75,000			75,000
Total Current Liabilities		496,826			478,757
Long-term portion of legal settlement payable		75,000			150,000
Total Liabilities		571,826			628,757
Commitments
Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 150,000,000 shares authorized; 53,733,208 and 46,619,962 shares issued and outstanding at December 31, 2012 and 2011, respectively		53,733			46,620
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 and none Series A convertible preferred shares issued and outstanding at December 31, 2012 and 2011, respectively		3,210			-
Paid-in capital		4,166,548			1,847,339
Series A convertible preferred stock subscriptions receivable		(152,500	)		-
Accumulated deficit in the development stage		(3,905,434	)		(2,140,540	)
Total Stockholders' Equity (Deficit)		165,557			(246,581	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	737,383		$	382,176

The accompanying notes are an integral part of these financial statements

F-3

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY) 

STATEMENTS OF OPERATIONS

	Year Ended December 31,						For the Period from Inception (July 22, 2010) to December 31,
	2012			2011			2012
Sales	$	-		$	-		$	89
Cost of Sales		-			-			17
Gross Profit		-			-			72
Selling, General and Administrative Expenses		1,773,099			1,362,450			3,999,892
Impairment of production costs, prepaid royalties and inventory		-			110,992			110,992
Operating Loss		(1,773,099	)		(1,473,442	)		4,110,812
Other Income (Expense)
Interest		(1,842	)		(8,454	)		(14,764	)
Gain on Forgiveness of Debt		10,847			237,895			248,742
Other		-			-			(27,000	)
Total Other Income (Expense)		9,005			229,441			206,978
Loss before Income Taxes		(1,764,094	)		(1,244,001	)		(3,903,834	)
Provision for Income Taxes		800			800			1,600
Net Loss	$	(1,764,894	)	$	(1,244,801	)	$	(3,905,434	)
Loss Per Share-Basic and Diluted	$	(0.03	)	$	(0.03	)	$	(0.10	)
Weighted Average Number of Shares		51,660,735			36,278,475			38,990,506

The accompanying notes are an integral part of these financial statements

F-4

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) For the Period from Inception (July 22, 2010) to December 31, 2012

	Preferred Stock				Common Stock				Paid-in			Accumulated Deficit in the Development			Series A Convertible Preferred Stock Subscription			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Stage			Receivable			(Deficit)
Excess of liabilities assumed over assets transferred from uKarma		-	$	-		-	$	-	$	(169,194	)	$	-		$	-		$	(169,194	)
Issuance of common stock to uKarma		-		-		10,558,896		10,559		-			-			-			10,559
Additional capital contributed		-		-		-		-		27,000			-			-			27,000
Stock based compensation		-		-		-		-		105,000			-			-			105,000
Issuance of common stock for services		-		-		10,700,000		10,700		256,800			-			-			267,500
Net loss		-		-		-		-		-			(895,739	)		-			(895,739	)
Balance at December 31, 2010		-		-		21,258,896		21,259		219,606			(895,739	)		-			(654,874	)
Private placement of common stock		-		-		10,100,000		10,100		784,375			-			-			794,475
Fair value of warrants issued in connection with private placement		-		-		-		-		176,525			-			-			176,525
Fair value of warrants issued in connection with software development		-		-		-		-		24,923			-			-			24,923
Issuance of common stock in lieu of officer compensation				-		4,000,000		4,000		96,000			-			-			100,000
Issuance of common stock for professional services		-		-		2,438,747		2,439		105,905			-			-			108,344
Issuance of common stock in lieu of settlement of accounts payable		-		-		1,405,332		1,405		51,997			-			-			53,402
Issuance of common stock in lieu of officers deferred compensation		-		-		7,416,987		7,417		178,008			-			-			185,425
Stock based compensation		-		-		-		-		210,000			-			-			210,000
Net Loss		-		-		-		-		-			(1,244,801	)		-			(1,244,801	)
Balance at December 31, 2011		-		-		46,619,962		46,620		1,847,339			(2,140,540	)		-			(246,581	)
Private placement of common stock		-		-		5,588,000		5,588		855,514			-			-			861,102
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		160,898			-			-			160,898
Private placement of Series A convertible preferred stock		3,210,000		3,210		-		-		654,625			-			-			657,835
Fair value of warrants issued in connection with private placement of Series A convertible preferred stock		-		-		-		-		135,141			-			-			135,141
Fair value of warrants issued to placement agent in connection with private placement of Series A convertible preferred stock		-		-		-		-		9,524			-			-			9,524
Subscriptions receivable Series A convertible preferred stock		-		-		-		-		-			-			(152,500	)		(152,500	)
Offering cost – Series A convertible preferred stock		-		-		-				(82,100	)		-						(82,100	)
Issuance of common stock for consulting services		-		-		1,485,246		1,485		313,325			-			-			314,810
Fair value of warrants issued in connection with consulting services		-		-		-		-		5,825			-			-			5,825
Fair value of warrants issued in connection with software development agreement		-		-		-		-		2,272			-			-			2,272
Issuance of common stock in payment of settlement of accounts payable		-		-		40,000		40		3,960			-			-			4,000
Stock based compensation		-		-		-		-		260,225			-			-			260,225
Net Loss		-		-		-		-		-			(1,764,894	)		-			(1,764,894	)
Balance at December 31, 2012		3,210,000	$	3,210		53,733,208	$	53,733	$	4,166,548		$	(3,905,434	)	$	(152,500	)	$	165,557

The accompanying notes are an integral part of these financial statements

F-5

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

	For the Year Ended December 31,						For the Period from Inception (July 22, 2010) to December 31,
Cash Flow from Operating Activities:	2012			2011			2012
Net loss	$	(1,764,894	)	$	(1,244,801	)	$	(3,905,434	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		6,274			4,377			12,241
Amortization of production costs		-			123,817			172,268
Issuance of common stock for consulting services		314,810			68,969			513,779
Issuance of stock warrants for consulting services		5,825			-			5,825
Issuance of stock in lieu of officer compensation		-			100,000			100,000
Stock based compensation		260,225			210,000			575,225
Gain on forgiveness of debt		(10,847	)		(237,895	)		(248,742	)
Impairment of production costs, prepaid royalties and inventory		-			110,992			110,992
(Increase) Decrease in operating assets:
Prepaid expenses		37,587			(12,600	)		59,815
Deposit		(2,107	)		(1,650	)		(3,757	)
Increase (Decrease) in operating liabilities:
Legal settlement payable		(75,000	)		(50,000	)		150,000
Accounts payable		87,603			(16,519	)		190,368
Accrued expenses		(58,687	)		287,863			366,805
Net Cash used in Operating Activities		(1,199,211	)		(657,447	)		(1,900,615	)
Cash Flows from Investing Activities:
Due to stockholder		-			(125	)		-
Purchase of furniture and equipment		(14,519	)		(3,487	)		(17,349	)
Software development in progress		(363,749	)		(108,145	)		(471,894	)
Cash acquired from uKarma		-			-			6,476
Acquisition of patents and trademark		(44,257	)		(1,300	)		(45,557	)
Net Cash Used in Investing Activities		(422,525	)		(113,057	)		(528,324	)
Cash Flow from Financing Activities:
Repayment of notes payable, unrelated parties		-			(8,802	)		(8,802	)
Repayments of notes payable, stockholder		-			(10,099	)		-
Additional capital contributed		-			-			27,000
Proceeds from private placement of common stock		1,022,000			971,000			1,993,000
Proceeds from private placement of Series A convertible preferred stock, net of offering costs		567,900			-			567,900
Net Cash Provided by Financing Activities		1,589,900			952,099			2,579,098
Net (Decrease) Increase in Cash		(31,836	)		181,595			150,159
Cash Balance at Beginning of Period		181,995			400			-
Cash Balance at End of Period	$	150,159		$	181,995		$	150,159
Supplemental Disclosures:
Interest Paid	$	1,842		$	9,335		$	15,645
Taxes Paid	$	1,600		$	-		$	2,400
				(Continued)

The accompanying notes are an integral part of these financial statements

F-6

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

Non cash activities from inception (July 22, 2010) to December 31, 2010:

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	)

During the period from inception (July 22, 2010) through December 31, 2010, OverNear, Inc. issued 5,500,000 shares of its common stock to its CEO in lieu of accrued compensation in the amount of $137,500.

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

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

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

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

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

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

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

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

The accompanying notes are an integral part of these financial statements

F-7

OVERNEAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

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

The Company is in the process of developing and marketing 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 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.

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, 2012 and 2011.

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

F-8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2012 and 2011, the Company had capitalized software development costs of $499,089 and $133,068, respectively, for the development of a location-based social networking application.

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 year ended December 31, 2011. There was no impairment loss during the year ended December 31, 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, 2012 and 2011, the Company has established a full reserve against all deferred tax assets.

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

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

F-9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation: The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $260,225, $210,000 and $575,225, related to stock option grants were recognized for each of the years ended December 31, 2012 and 2011, and for the period from inception (July 22, 2010) to December 31, 2012, respectively.

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

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

NOTE 3 – GOING CONCERN

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

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

NOTE 4 – PREPAID EXPENSES

Prepaid expenses consisted of the following:

	December 31,
	2012		2011
Consulting and Professional Fees	$	14,387	$	45,375
Rent and Other		-		6,600
Total Prepaid Expenses	$	14,387	$	51,975

F-10

NOTE 5 – FURNITURE AND EQUIPMENT

Furniture and Equipment consisted of the following:

	December 31,
	2012			2011
Furniture and Equipment	$	32,479		$	17,960
Accumulated Depreciation		(12,241	)		(5,967	)
Furniture and Equipment, net	$	20,238		$	11,993

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2012		2011
Accrued Salaries and related expenses	$	47,519	$	125,801
Accrued Income Tax		1,600		2,400
Accrued Professional Fees		30,553		10,158
Total Accrued Liabilities	$	79,672	$	138,359

NOTE 7 – SETTLEMENT PAYABLE

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

Total settlement payable, as of December 31, 2012	$	150,000
Current portion of settlement payable		75,000
Settlement payable, net of current portion	$	75,000

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

2013	$	75,000
2014		75,000
	$	150,000

F-11

NOTE 8 – PROVISION FOR INCOME TAXES

Income taxes (benefit) consisted of the following:

	Year Ended December 31,
	2012			2011
Current:
Federal	$	-		$	-
State		800			800
Deferred:
Federal		(477,000	)		(221,000	)
State		(136,000	)		(94,000	)
		(613,000	)		(315,000	)
Valuation allowance		613,000			315,000
		-			-
	$	800		$	800

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

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

	Year Ended December 31,
	2012			2011
Current deferred income tax assets:
Accrued officers’ salaries	$	8,000		$	48,000
Other		11,000			8,000
Less valuation allowance		(19,000	)		(56,000	)
Net current deferred tax assets	$	-		$	-
Non-current deferred income tax assets and liabilities:
Net operating loss carryforwards	$	1,398,000		$	628,000
Stock based compensation		20,000			-
Other		7,000			-
Accumulated depreciation of furniture and equipment		(201,000	)		(54,000	)
Less valuation allowance		(1,224,000	)		(574,000	)
Net non-current deferred tax assets	$	-		$	-

F-12

NOTE 8 – PROVISION FOR INCOME TAXES (continued)

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

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

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

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

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

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock

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

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. The preferred stock may be issued in one or more series and the first series consisted of 18,000,000 shares and is designated as series A convertible preferred stock (“Series A Preferred Stock”). There were no other designated series of preferred stock as of December 31, 2012.

F-13

NOTE 9 – STOCKHOLDERS’ EQUITY (continued)

The holders of Series A Preferred Stock are entitled to receive, if, when and as declared by the Board, dividends at an annual rate of 8% of the original purchase price of Series A Preferred Stock. No dividends were declared for the year ended December 31, 2012.

In the event of any liquidation, dissolution or winding up of the Company, voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive the amount of $0.50 per share.

Each share of Series A Preferred Stock is convertible at the option of the holder at any time after the date of issuance into equal number of shares of common stock.

Each share of Series A Preferred Stock issued and outstanding is entitled to the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock could be converted.

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

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

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

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,
	2012			2011			2012
Numerator:
Net Loss	$	(1,764,894	)	$	(1,244,801	)	$	(3,905,434	)
Denominator:
Weighted Average of Common Shares		51,660,735			36,278,475			38,990,506
Basic and Diluted Net Loss per Share	$	(0.03	)	$	(0.03	)	$	(0.10	)

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

There were 36,705,000, 24,826,000 and 36,705,000 warrants and stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2012 and 2011, and for the period from inception (July 22, 2010) to December 31, 2012, respectively, because they were anti-dilutive.

F-14

NOTE 11 – 2010 STOCK OPTION PLAN

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

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

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

	For the year ended December 31, 2012
Risk-free interest rate		0.42	%
Expected dividend yield		0	%
Expected lives	3.5 years
Expected volatility		70	%

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

	For the year ended 2012				For the year ended 2011
	Number of		Average		Number of		Average
	Shares		Price		Shares		Price
Outstanding at the beginning of year		15,000,000	$	0.025		-		N/A
Granted		2,100,000	$	0.1		15,000,000	$	0.025
Exercised/Expired/Cancelled		-		N/A		-		N/A
Outstanding at the end of period		17,100,000	$	0.034		15,000,000	$	0.025
Exercisable at the end of period		7,800,000	$	0.028		1,500,000	$	0.025

F-15

NOTE 11 – 2010 STOCK OPTION PLAN (Continued)

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

			Weighted
			Average		Weighted
Range of			Remaining		Average
Exercise	Options		Contractual		Exercise		Options
Prices	Outstanding		Life		Price		Exercisable
$ 0.025 - 0.1		17,100,000		7.32	$	0.034		7,800,000

As of December 31, 2012, there was $776,125 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.55 years.

NOTE 12 – STOCK WARRANTS

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

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

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

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.

F-16

NOTE 12 – 2010 STOCK WARRANTS (continued)

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

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

	For the year ended
	December 31, 2012
Risk-free interest rate		0.27 - 0.73	%
Expected dividend yield		0	%
Expected lives	2.5 - 3.35 years
Expected volatility		70	%

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

NOTE 13 – EMPLOYMENT AGREEMENTS

On August 3, 2010, the Company entered into a 5-year (“Term”) agreement with Bill Glaser for his services as Chief Executive Officer.  The agreement was amended on March 15, 2011 to change his title from Chief Executive Officer to President.  Per the amendment to the agreement dated August 8, 2010, Mr. Glaser is compensated with an annual salary of $180,000. Mr. Glaser’s annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 2,500,000 shares became exercisable on December 31, 2012 and the remainder of which will become exercisable on the following schedule: 500,000 shares at the end of each subsequent six (6) month period. The options expire 10 years after grant.

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

F-17

NOTE 13 – EMPLOYMENT AGREEMENTS (continued)

On September 13, 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer.  Per the amendment to the agreement dated August 8, 2010, Mr. Tannous is compensated with an annual salary of $180,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2010 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues.

As a signing bonus, Mr. Fred Tannous was issued shares of OverNear’s common stock valued at $50,000. Mr. Fred Tannous will also receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). His agreement also provides for options to purchase 10,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 1,000,000 shares became exercisable on December 31, 2010 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the end of each subsequent six (6) month period. The options expire 10 years after grant.

In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to OverNear on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Tannous.

In the event of Mr. Tannous’ termination without cause by OverNear, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

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

2013	$	360,000
2014		360,000
2015		360,000
2016		75,000
	$	1,155,000

NOTE 14 – LEASE COMMITMENTS

The Company leases its office facility on a month-to-month basis and under a lease agreement from an unrelated party pursuant to the lease agreement expiring on October 31, 2013. The Company’s rent expense for the years ended December 31, 2012, and 2011, and the period from inception (July 22, 2010) to December 31, 2012, was approximately $41,000, $3,000, and $45,000, respectively.

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

NOTE 15 – 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.  As a result of these transactions, the Company recorded gain on forgiveness of debt of $10,847, $237,895 and $248,742 for the years ended December 31, 2012 and 2011, and the period from inception (July 22, 2012) to December 31, 2012, respectively.

NOTE 16 – SUBSEQUENT EVENTS

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

F-18

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements; Schedules

Our consolidated financial statements for the fiscal years ended December 31, 2012 and 2011 begin on page F-1 of this annual report.  We are not required to file any financial statement schedules.

Exhibit Table

Exhibit No.	Exhibit Description
2.1	Contribution Agreement between uKarma and Awesome Living (1)
3.1	Articles of Incorporation (3)
3.2	Bylaws of Awesome Living (1)
4.1	Certificate of Designation of Preference, Rights and Limitations of Series A Preferred Stock (5)
4.2	Form of Warrant issued in Series A Preferred Stock Offering (5)
4.3	Form of Warrant to Purchase Common Stock issued to Placement Agent in Series A Preferred Stock Offering (5)
4.4	Form of Warrant to Purchase Preferred Stock issued to Placement Agent in Series A Preferred Stock Offering (5)
10.1	Employment Agreement between Bill Glaser and Awesome Living, dated August 3, 2010 (1)+
10.2	Employment Agreement between Fred E. Tannous and Awesome Living, dated September 13, 2010 (1)+
10.3	Consulting Agreement between Fred E. Tannous and Awesome Living, dated August 16, 2010 (1)+
10.4	Amended and Restated Merger Agreement between Galen Capital Corporation, Innolog Holdings Corporation, uKarma Corporation, and CGG Merger Sub Corporation, dated August 11, 2010 (2)
10.5	Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011 (3)+
10.6	Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011 (3)+
10.7	Master Service Agreement between Square One Solutions, Inc. and OverNear, Inc., dated July 15, 2011 (3)
10.8	Advisory Board Agreement between OverNear, Inc. and Chad Hahn, dated July 15, 2011 (3)
10.9	Amendment #2 to Employment Agreement with Fred E. Tannous, dated August 8, 2011 (4)+
10.10	Amendment #2 to Employment Agreement with Bill Glaser, dated August 8, 2011 (4)+
10.11	Form of Subscription Agreement in connection with Series A Preferred Stock and Warrant Offering (5)
14.1	Code of Business Conduct and Ethics (6)
31.1	Section 302 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer *
32.1	Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer **
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase
101.DEF***	XBRL Taxonomy Extension Definition Linkbase
101.LAB***	XBRL Taxonomy Extension Label Linkbase
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith. 

** Furnished herewith.

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

+Denotes a contract with management.

(1)	Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.
(2)	Filed on November 9, 2010 as an exhibit to Amendment No. 1 to our Registration Statement on Form 10, and incorporated herein by reference.
(3)	Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.
(4)	Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.
(5)	Filed on December 5, 2012 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.
(6)	Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.

19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OVERNEAR, INC.
Date: November 4, 2013	/s/ Fred E. Tannous
	Fred E. Tannous, Chief Executive Officer and Chief Financial Officer

In accordance with the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Fred E. Tannous	Chief Executive Officer, Chief Financial Officer,	November 4, 2013
Fred E. Tannous	Principal Accounting Officer and Co-Chairman of the Board
/s/ Bill Glaser	President and Co-Chairman of the Board	November 4, 2013
Bill Glaser

 20