Rowl, Inc. - FORM 10-Q - May 20, 2013

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Rowl, Inc.	Financial_Report.xls
EX-32.1 - SECTION 906 CERTIFICATION BY THE REGISTRANT?S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER * - Rowl, Inc.	f10q0313ex32i_overnear.htm
EX-10.1 - FORM OF 2013 SUBSCRIPTION AGREEMENT - Rowl, Inc.	f10q0313ex10i_overnear.htm
EX-31.1 - SECTION 302 CERTIFICATION BY THE REGISTRANT?S PRINCIPAL EXECUTIVE OFFICER * - Rowl, Inc.	f10q0313ex31i_overnear.htm
EX-10.4 - CONSULTING AGREEMENT DATED APRIL 15, 2013 - Rowl, Inc.	f10q0313ex10iv_overnear.htm
EX-31.2 - SECTION 302 CERTIFICATION BY THE REGISTRANT?S PRINCIPAL FINANCIAL OFFICER * - Rowl, Inc.	f10q0313ex31ii_overnear.htm
EX-10.3 - ADVISORY AGREEMENT DATED APRIL 11, 2013 - Rowl, Inc.	f10q0313ex10iii_overnear.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

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

Commission File No. 000-54119

OverNear, Inc.

(Exact name of registrant as specified in it charter)

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

1460 4th Street, Suite 304

Santa Monica, CA 90401

(Address of principal executive offices) (Zip Code)

(310) 744-6060

(Registrant's telephone number, including area code)

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 requirements for the past 90 days. o Yes x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files). o Yes x No

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (do not check if a smaller reporting company)	Smaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

57,867,638 shares of the issuer’s common stock are issued and outstanding as of May 20, 2013.

OVERNEAR, INC.

TABLE OF CONTENTS

TO QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED MARCH 31, 2013

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2

Item 4.	Controls and Procedures	6

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7

Item 6.	Exhibits	7

Signatures		8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements begin on the following page, beginning with page F-1.

OVERNEAR, INC.

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Current Assets
Cash	$	32,871		$	150,159
Prepaid expenses		33,251			14,387
Total Current Assets		66,122			164,546

Furniture and equipment, net		17,727			20,238

Software development in progress		587,963			499,089

Other assets		60,967			53,510

TOTAL ASSETS	$	732,779		$	737,383

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	185,171		$	342,154
Accrued expenses		108,843			79,672
Current portion of legal settlement payable		75,000			75,000
Total Current Liabilities		369,014			496,826

Long-term portion of legal settlement payable		56,250			75,000

Total Liabilities		425,264			571,826
Commitments

Stockholders' Equity
Common stock, $0.001 par value; 150,000,000 shares authorized; 56,115,389 and 53,733,208 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		56,115			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 March 31, 2013 and December 31, 2012, respectively		3,210			3,210
Paid-in capital		4,789,554			4,166,548
Stock subscriptions receivable		(175,000	)		(152,500	)
Accumulated deficit		(4,366,364	)		(3,905,434	)
Total Stockholders' Equity		307,515			165,557

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	732,779		$	737,383

The accompanying notes are an integral part of these condensed financial statements

F-1

OVERNEAR, INC.

CONDENSED STATEMENTS OF OPERATION (UNAUDITED)

	For the three months ended March 31,
	For the three months ended March 31,
	2013			2012

Sales	$	-		$	-

Cost of Sales		-			-

Gross Profit		-			-

Selling, General and Administrative Expenses		391,730			362,414

Operating Loss		(391,730	)		(362,414	)

Other (expense) income and share based loss on settlement of accounts payable		(68,400	)		(801	)

Loss before Income Taxes		(460,130	)		(363,215	)

Provision for Income Taxes		(800	)		(800	)

Net Loss	$	(460,930	)	$	(364,015	)

Loss Per Share-Basic and Diluted	$	(0.01	)	$	(0.01	)

Weighted Average Number of Shares		54,139,460			48,629,643

The accompanying notes are an integral part of these condensed financial statements

F-2

OVERNEAR, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

																	Total
	Preferred Stock				Common Stock				Paid-in		Stock			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Subscriptions			Deficit			Equity
Balance at January 1, 2013		3,210,000	$	3,210		53,733,208	$	53,733	$	4,166,548	$	(152,500	)	$	(3,905,434	)	$	165,557
Private placement of common stock		-		-		1,100,000		1,100		227,590		-			-			228,690
Common stock subscriptions receivable		-		-		-		-		-		(175,000	)		-			(175,000	)
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		46,310		-			-			46,310
Proceeds from subscriptions receivable Series A convertible preferred stock		-		-		-		-		-		152,500			-			152,500
Issuance of common stock for consulting services		-		-		194,300		194		42,306		-			-			42,500
Fair value of warrants issued in connection with consulting services		-		-		-		-		4,420		-			-			4,420
Fair value of warrants issued in connection with software development		-		-		-		-		2,732		-			-			2,732
Issuance of common stock in connection with software development		-		-		189,681		190		39,785		-			-			39,975
Issuance of common stock in payment of settlement of accounts payable and retainer fee		-		-		898,200		898		185,838		-			-			186,736
Stock based compensation		-		-		-		-		74,025		-			-			74,025
Net Loss for the three months ended March 31, 2013		-		-		-		-		-		-			(460,930	)		(460,930	)
Balance at March 31, 2013		3,210,000	$	3,210		56,115,389	$	56,115	$	4,789,554	$	(175,000	)	$	(4,366,364	)	$	307,515

The accompanying notes are an integral part of these condensed financial statements

F-3

OVERNEAR, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the three months ended March 31,
	For the three months ended March 31,
	2013			2012
Cash Flow from Operating Activities:
Net loss	$	(460,930	)	$	(364,015	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		2,511			1,255
Share based loss on settlement of accounts payable		68,444			-
Issuance of stock warrants for consulting services		4,420			-
Issuance of common stock for consulting services		42,500			11,249
Stock based compensation		74,025			52,500
(Increase) Decrease in operating assets:
Employee advances		-			(16,500	)
Prepaid expenses		6,136			16,575
Increase (Decrease) in operating liabilities:
Legal settlement payable		(18,750	)		(18,750	)
Accounts payable		(63,691	)		5,414
Accrued expenses		29,171			49,850
Net Cash Used in Operating Activities		(316,164	)		(262,422	)

Cash Flow from Investing Activities:
Patent and trademark		(7,457	)		-
Purchase of equipment		-			(1,717	)
Software development in progress		(46,167	)		(72,277	)
Net Cash Used in Investing Activities		(53,624	)		(73,994	)

Cash Flow from Financing Activities:
Proceeds from private placement of common stock		100,000			480,000
Proceeds for subscriptions receivable Series A convertible preferred stock		152,500			-
Net Cash Provided by Financing Activities:		252,500			480,000

Net (Decrease) Increase in Cash		(117,288	)		143,584

Cash Balance at Beginning of Period		150,159			181,995

Cash Balance at End of Period	$	32,871		$	325,579

Supplemental Disclosures:
Interest Paid	$	262		$	801

Non cash activities during the three months ended March 31, 2013:

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 and common stock valued at $42,707 in connection with software development.

Non cash activities during the three months ended March 31, 2012:

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

The accompanying notes are an integral part of these condensed financial statements

F-4

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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 Santa Monica, California.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited interim condensed financial statements and information have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these condensed financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results for the period of the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. These condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2012 which are included in the Form 10 K filed by the Company on April 16, 2013.

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 three months ended March 31, 2013 and 2012.

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

Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of March 31, 2013 and December 31, 2012, the Company had capitalized software development costs of $587,963 and $499,089, respectively, for the development of a location-based social networking and mobile advertising platform. The capitalized software was released for use by the general public in January 2013. Since the capitalized software hasn’t generated any revenue, no amortization of product development costs were incurred for the three months ended March 31, 2013.

F-5

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-lived Assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the three months ended March 31, 2013.

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 accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes” (“FASB ASC 740”). Under 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 March 31, 2013 and December 31, 2012, the Company has established a full reserve against all deferred tax assets.

FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be 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 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 $52,500 related to stock option grants was recognized for each of the three months ended March 31, 2013 and 2012.

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.

F-6

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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 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.

NOTE 4 – PREPAID EXPENSES

Prepaid expenses consisted of the following:

	March 31,		December 31,
	2013		2012
	(Unaudited)

Consulting and Professional Fees		33,251		14,387

Total Prepaid Expenses	$	33,251	$	14,387

NOTE 5 – FURNITURE AND EQUIPMENT

Furniture and Equipment consisted of the following:

	March 31,			December 31,
	2013			2012
	(Unaudited)

Furniture and Equipment	$	32,479		$	32,479
Accumulated Depreciation		(14,752	)		(12,241	)

Furniture and Equipment, net	$	17,727		$	20,238

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31,		December 31,
	2013		2012
	(Unaudited)

Accrued Salaries and related expenses	$	52,307	$	47,519
Accrued Income Tax		2,400		1,600
Accrued Professional Fees		54,136		30,553

Total Accrued Liabilities	$	108,843	$	79,672

F-7

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – 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 March 31, 2013	$	131,250

Current portion of settlement payable		75,000

Settlement payable, net of current portion	$	56,250

The following schedule represents maturities of the settlement payable for the twelve months ending March 31,

2014	$	75,000
2015		56,250

	$	131,250

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

During the three months ended March 31, 2013, the Company approved: (1) the issuance to investors in the private placement in aggregate 1,100,000 shares. Total consideration from issuance of common stock amounted to $275,000, of which $175,000 was receivable at March 31, 2013 and was presented as an offset to equity in the accompanying balance sheet. The common stock includes warrants which had a value of $46,310 per unit; (2) the issuance of an aggregate 194,300 shares of the Company’s common stock with a value of $42,500 for consulting services, (3) 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, (4) the issuance of 189,681 shares of common stock valued at $39,975 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”). There were no other designated series of preferred stock as of March 31, 2013.

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 3 months ended March 31, 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.

In 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. 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. Total consideration from issuance of units amounted to $802,500, of which $152,500 was received during the three months ended March 31, 2013.

F-8

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 9 – NET LOSS PER SHARE

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

	For the three months ended
	March 31,
	2013			2012
	(Unaudited)
Numerator:
Net Loss	$	(460,930	)	$	(364,015	)
Denominator:
Weighted Average of Common Shares		54,139,460			48,629,643

Basic and Diluted Net Loss per Share	$	(0.01	)	$	(0.01	)

There were no dilutive securities as of March 31, 2013 and 2012.

There were 37,980,000 and 28,446,000 warrants and stock options excluded from the calculation of diluted net loss per share for the three months ended March 31, 2013 and 2012, respectively, because they were anti-dilutive.

NOTE 10 – 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.

The Company did not grant any stock options during the three months ended March 31, 2013.

A summary of the status of stock options issued by the Company as of March 31, 2013 is presented in the following table:

	Number of Shares		Average Price
Outstanding at the beginning of period		17,100,000	$	0.034
Granted/Exercised/Expired/Cancelled		-		-
Outstanding at the end of period		17,100,000	$	0.034
Exercisable at the end of period		7,950,000	$	0.029

The following table sets forth additional information about stock options outstanding at March 31, 2013:

	Range of Exercise Prices		Options Outstanding				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Options Exercisable
$	0.025 – 0.10			17,100,000				7.08			$	0.034				7,950,000

As of March 31, 2013, there was $702,100 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 2.3 years.

F-9

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 10 – 2010 STOCK OPTION PLAN (continued)

The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended March 31, 2013 and the exercise price, multiplied by the number of in-the-money options) is approximately $1,420,000. This amount changes based on the fair market value of the Company’s common stock.

NOTE 11 – STOCK WARRANTS

During the three months ended March 31, 2013, the Company issued stock purchase warrants to investors in private placements for the right to purchase 1,100,000 shares of the Company’s common stock at $0.50 per share. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $46,310, 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. An amount of $541 relating to these warrants was capitalized as software development cost during the three months ended March 31, 2013.

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

	Three months ended
	March 31, 2013
	(Unaudited)
Risk-free interest rate		0.32%-0.35	%
Expected dividend yield		0	%
Expected lives	2.5 years
Expected volatility		70	%

Warrants to purchase an aggregate of 20,880,000 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of March 31, 2013.

NOTE 12 – 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 $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.

F-10

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 12 – EMPLOYMENT AGREEMENTS (continued)

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 March 31, 2013:

Twelve Months Ending March 31,
2014	$	380,000
2015		380,000
2016		79,000
	$	839,000

NOTE 13 – LEASE COMMITMENTS

The Company leases its office facilities on a month-to-month basis and under a lease agreement from an unrelated party pursuant to the lease agreement expiring on October 31, 2013. The Company’s rent expense for the three months ended March 31, 2013 was approximately $6,600.

The Company’s lease obligation under the lease as of March 31, 2013 amount to $13,200.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to March 31, 2013, the Company raised an additional $345,000 from the sale of the Company’s common stock in a private placement at a purchase price of $0.25 per share, consisting of 1,380,000 shares of common stock and 5-year warrants to purchase 1,380,000 shares of common stock at an exercise price of $0.50 per share with immediate vesting and 5 years to exercise.

F-11

OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 14 – SUBSEQUENT EVENTS (continued)

On April 11, 2013, the Company entered into an advisory board agreement with an individual to provide advisory services. In connection with the agreement the Company granted 100,000 shares of its common stock which vests based on the following schedule, provided the agreement remains in effect, 25,000 shares upon signing and 25,000 shares each at the end of every three months.

On April 15, 2013, the Company entered into a consulting agreement with an author and social media celebrity 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, valued at approximately $102,000.

The Company granted warrants to purchases 1,050,000 shares of common stock to various consultants for software development services.

The Company entered into a two-year lease agreement for its new offices in Santa Monica, California. Commencing on May 15, 2013, the lease has monthly lease payments of $ 4,386.

On May 13, 2013, the Company filed a Registration Statement with the Securities and Exchange Commission (the “SEC”) providing 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.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements as of, and for the quarters ended, March 31, 2013 and 2012 and the related notes included therein. References to the “Company,” “we,” “our,” or “us” in this section refers to OverNear, Inc.

Overview

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

To date, we have generated no revenues from our social networking and mobile advertising service and we are not certain that revenues will be generated from this business in the future. Our limited history of operations makes prediction of future operating results difficult, and we believe that period-to-period comparisons of our operating results should not be relied on as predictive of our future results.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

The following accounting policies, which are also described in Note 2 to our financial statements, are critical to aid the reader in fully understanding and evaluating this discussion and analysis:

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

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.

Results of Operations

Following are the results of the Company’s operations for the three months ended March 31, 2013 and 2012.

Comparison of Three Months Ended March 31, 2013 and March 31, 2012

Sales. We had no sales during the third quarter of 2013 and 2012. We have been developing our mobile app software and business strategy and do not expect sales until we implement our monetization strategy expected within the next twenty-four months.

Gross Profit. We had no gross profit during each of the quarters ended March 31, 2013 and March 31, 2012, as we had no sales.

Selling, General and Administrative (SGA). During the first quarter of 2013, our SGA expenses were $391,730, while total SGA expenses during the first quarter of 2012 were $362,414, representing a 8% increase due to an increase of approximately $29,000 in accounting, consulting, marketing and other general expenses.

Net Loss. We had a net loss of $(460,930) during the first quarter of 2013 compared to a net loss of $(364,015) during the first quarter of 2012. The net loss in the first quarter of 2013 was higher due to an increase in SG&A expense.

LIQUIDITY

Cash Flows

Net cash used in operating activities was $316,164 for the three months ended March 31, 2013 while net cash used in operating activities was $262,422 for the three months ended March 31, 2012. The increase in cash used in operating activities is due primarily to fees related to services provided by consultants.

Net cash used in investing activities was $53,624 for the three months ended March 31, 2013 while net cash used in investing activities was $73,994 for the three months ended March 31, 2012. The decrease in cash used in investing activities is primarily due to reduced development of the software since releasing our mobile app to the Apple App Store in January 2013 when compared to the three months ended September 30, 2012.

Net cash provided by financing activities was $252,500 for the three months ended March 31, 2013 compared to $480,000 provided during the three months ended March 31, 2012. The decrease in cash flow from financing activities is due to a lower amount of proceeds from additional issuance of our securities in private placements during the first three months in 2013.

CAPITAL RESOURCES

As of March 31, 2013, we had negative working capital of $302,892. To satisfy current working capital needs, we raised $275,000, of which $175,000 was receivable at March 31, 2013, through a private placement of our securities during the first three months of 2013. Subsequent to March 31, 2013, we raised an additional $345,000 from the sale of our equity securities in a private placement. There is no guarantee that we will be able to meet current working capital needs if we do not receive additional infusions of cash through loans, stock sales, revenues, or other sources. We expect to incur substantial losses over the next two years.

As of March 31, 2013, we had cash of $32,871. We have obtained additional capital through an equity financing and intend to continue raising capital through debt or equity financings.

We plan to engage outside contractors and consultants who are willing to be paid in stock rather than cash or a combination of stock and cash. Expenses incurred that cannot be paid in stock, such as auditors' fees, will be paid in cash. There are no assurances that we will be able to meet our capital requirements through year-end or that our capital requirements will not increase. If we are unable to raise necessary capital to meet our capital requirements, we may not be able to successfully develop and market our location-based mobile platform nor realize any revenues.

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

Our management is actively seeking financing to continue the development of our location-based mobile platform and, once the platform is developed, to launch it. Our ability to continue as a going concern is dependent on our ability to arrange for the financing to meet these goals and on the success of our future operations. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The report from our independent registered public accounting firm relating to the year ended December 31, 2012 states that there is substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us

CONTRACTUAL OBLIGATIONS

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

The following table summarizes our contractual obligations as of March 31, 2013:

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		3-5 Years		5 years +
Contractual Obligations:
Legal Settlement Payable	$	131,250	$	75,000	$	56,250		-		-
Employment Agreements	$	839,000	$	380,000	$	380,000	$	79,000		-
Office Leases Expense	$	13,200	$	13,200	$	-	$	-		-

SUBSEQUENT EVENTS

Subsequent to March 31, 2013, the Company raised an additional $345,000 from the sale of Company’s common stock in a private placement at a purchase price of $0.25 per share, consisting of 1,380,000 shares of common stock and 5-year warrants to purchase 1,380,000 shares of common stock at an exercise price of $0.50 per share with immediate vesting and 5 years to exercise.

On April 11, 2013, the Company entered into an advisory board agreement with an individual to provide advisory services. In connection with the agreement the Company granted 100,000 shares of its common stock which vest based on the following schedule, provided agreement remains in effect, 25,000 shares upon signing and 25,000 shares each at the end of every three months.

On April 15, 2013, the Company entered into a consulting agreement with an author and social media celebrity 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 vest upon execution and the balance of 267,880 shares vest 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, valued at approximately $102,000.

The Company granted warrants to purchases 1,050,000 shares of common stock to various consultants for software development services.

The Company entered into a two-year lease agreement for its new offices in Santa Monica, California. Commencing on May 15, 2013, the lease has monthly lease payments of $ 4,386.

On May 13, 2013, the Company filed a Registration Statement with the SEC providing 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 filing can be referenced at www.sec.gov. 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.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our CEO and CFO concluded that, as of March 31, 2013, our disclosure controls and procedures were not effective at the reasonable assurance level to ensure that the information required to be disclosed by the Company in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, due to the material weaknesses described below.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our management identified the following material weaknesses in our disclosure controls and procedures:

1.	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, however, separate individuals should initiate transactions, have custody of assets, and record transactions.

We do not have adequate review and supervision procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial information. Due to our size and nature, review and supervision may not always be possible or economically feasible. Management evaluated the impact of the significant number of adjustments as a result of our review and concluded that the resulting control deficiency represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures during the quarter ended March 31, 2013 to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any material legal proceedings, and we are not aware of any material legal proceedings pending or threatened against us. We are also not aware of any material legal proceedings involving any of our directors, officers, or affiliates or any owner of record or beneficially 5% of any class of our voting securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended March 31, 2013, we issued 194,300 shares of our common stock, with a value of $42,500, for consulting services, 189,681 shares of our common stock with a value of $39,375 for software development, and 898,200 shares of our common stock, with a value of $186,736, in payment of settlement of accounts payable and retainer for legal services.

During the three months ended March 31, 2013, we issued an aggregate 1,100,000 shares of our common stock to two investors in the 2013 Offering. As part of the 2013 Offering, we also issued warrants 2013 Warrants to purchase an aggregate 1,100,000 shares of our common stock, for aggregate gross proceeds of$275,000, of which $175,000 was receivable at March 31, 2013. The Company paid no cash commissions in connection with the sale of the 2013 Units.

The sales of securities identified above were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and the rules promulgated thereunder. The investors represented to us that they were accredited investors and were acquiring the shares for investment purposes and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sales of the foregoing securities were made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

On April 11, 2013, the Company entered into an advisory board agreement with an individual to provide advisory services. In connection with the agreement the Company granted 100,000 shares of its common stock which vest based on the following schedule, provided agreement remains in effect, 25,000 shares upon signing and 25,000 shares each at the end of every three months.

On April 15, 2013, the Company entered into a consulting agreement with an author and social media celebrity 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 shall vest upon execution and the balance of 267,880 shares shall vest 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, valued at approximately $102,000.

The Company entered into a two-year lease agreement for its new offices in Santa Monica, California. Commencing on May 15, 2013, the lease has monthly lease payments of $ 4,386.

Item 6. Exhibits

Exhibit. No.		Exhibit Description

10.1		Form of 2013 Subscription Agreement*

10.2		Form of 2013 Warrant (Filed on May 13, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.)

10.3		Advisory Agreement dated April 11, 2013*

10.4		Consulting Agreement dated April 15, 2013*

10.5		Lease Agreement between OverNear Inc. and SM Promenade LLC, dated April 16, 2013 (Filed on May 13, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.)

31.1		Section 302 Certification by the Registrant’s Principal Executive Officer *

31.2		Section 302 Certification by the Registrant’s Principal Financial Officer *

32.1		Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer *

* Filed herewith.

SIGNATURES

Pursuant to the requirements 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.
	(Registrant)

Date: May 20, 2013	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial & Accounting Officer)

Rowl, Inc. - FORM 10-Q - May 20, 2013

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