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 endedMarch 31, 2011



|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.)



9595 Wilshire Blvd., Suite 900

Beverly Hills, CA 90212

(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.oYesxNo



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).oYesoNo



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 filero                                            |  | Accelerated filero        
|------------------------------------------------------------------- |  | --------------------------
|Non-accelerated filero(do not check if a smaller reporting company) |  | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).oYesxNo



APPLICABLE ONLY TO CORPORATE ISSUERS:



49,242,462shares of the issuer’s common stock are issued and outstanding as of February 23, 2012.









OVERNEAR, INC.

TABLE OF CONTENTS

TO QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED MARCH 31, 2011



|                               |  |                                                                                       |  | Page
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|PART I - FINANCIAL INFORMATION |  |                                                                                      
|                               |  |                                                                                       |  |     
|Item 1.                        |  | Financial Statements                                                                  |  | 3   
|                               |  |                                                                                       |  |     
|Item 2.                        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 4   
|                               |  |                                                                                       |  |     
|Item 4.                        |  | Controls and Procedures                                                               |  | 7   
|                               |  |                                                                                       |  |     
|PART II - OTHER INFORMATION    |  |                                                                                      
|                               |  |                                                                                       |  |     
|Item 1.                        |  | Legal Proceedings                                                                     |  | 7   
|                               |  |                                                                                       |  |     
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 8   
|                               |  |                                                                                       |  |     
|Item 5.                        |  | Other Information                                                                     |  | 8   
|                               |  |                                                                                       |  |     
|Item 6.                        |  | Exhibits                                                                              |  | 9   
|                               |  |                                                                                      
|Signatures                     |  | 10                                                                                   





2







PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements.



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







3











|OVERNEAR, INC.          
|------------------------
|                        
|CONDENSED BALANCE SHEETS



|                                                                             |  | March 31,   |            |   | December 31, |  
|---------------------------------------------------------------------------- |  | ----------- | ---------- | - | ------------ | -
|                                                                             |  | 2011        |            |   | 2010         |  
|                                                                             |  | (Unaudited) |            |   |              |  
|ASSETS                                                                       |  |             |            |   |              |  
|Current Assets                                                               |  |             |            |   |              |  
|Cash                                                                         |  | $           | 14         |   |              | $
|Prepaid expenses                                                             |  |             | 104,105    |   |              |  
|Inventory                                                                    |  |             | 18,092     |   |              |  
|Total Current Assets                                                         |  |             | 122,211    |   |              |  
|                                                                             |  |             |            |   |              |  
|Property and equipment, net                                                  |  |             | 11,803     |   |              |  
|                                                                             |  |             |            |   |              |  
|Production costs, net of accumulated amortization of $490,635 and $459,681   |  |             |            |   |              |  
|at March 31, 2011 and December 31, 2010, respectively                        |  |             | 128,450    |   |              |  
|                                                                             |  |             |            |   |              |  
|TOTAL ASSETS                                                                 |  | $           | 262,464    |   |              | $
|                                                                             |  |             |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                        |  |             |            |   |              |  
|Current Liabilities                                                          |  |             |            |   |              |  
|Accounts payable                                                             |  | $           | 278,648    |   |              | $
|Due to stockholders                                                          |  |             | 34,530     |   |              |  
|Accrued expenses                                                             |  |             | 230,426    |   |              |  
|Current portion of legal settlement payable                                  |  |             | 68,750     |   |              |  
|Note payable, stockholder, including accrued interest of $247 and $99        |  |             |            |   |              |  
|at March 31, 2011 and December 31, 2010, respectively                        |  |             | 10,247     |   |              |  
|Note payable, unrelated parties, including accrued interest of $921 and $802 |  |             |            |   |              |  
|at March 31, 2011 and December 31, 2010, respectively                        |  |             | 8,921      |   |              |  
|Total Current Liabilities                                                    |  |             | 631,522    |   |              |  
|Long-term portion of legal settlement payable                                |  |             | 206,250    |   |              |  
|Total Liabilities                                                            |  |             | 837,772    |   |              |  
|                                                                             |  |             |            |   |              |  
|Stockholders' Deficit                                                        |  |             |            |   |              |  
|Common stock, $0.001 par value; 150,000,000                                  |  |             |            |   |              |  
|shares authorized; 35,307,462 and 21,258,896 shares issued and outstanding   |  |             |            |   |              |  
|at March 31, 2011 and December 31, 2010, respectively                        |  |             | 35,307     |   |              |  
|Preferred stock, $0.001 par value; 50,000,000 shares authorized, none issued |  |             |            |   |              |  
|at March 31, 2011 and December 31, 2010, respectively                        |  |             | -          |   |              |  
|Paid-in capital                                                              |  |             | 643,482    |   |              |  
|Accumulated deficit                                                          |  |             | (1,254,097 | ) |              |  
|Total Stockholders' Deficit                                                  |  |             | (575,308   | ) |              |  
|                                                                             |  |             |            |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  |  | $           | 262,464    |   |              | $



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



F-1







|OVERNEAR, INC.                                
|----------------------------------------------
|                                              
|CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                             |  |                |            |   | uKarma Corporation |  
|-------------------------------------------- |  | -------------- | ---------- | - | ------------------ | -
|                                             |  | OverNear, Inc. |            |   | (Predecessor)      |  
|                                             |  | Three          |            |   | Three              |  
|                                             |  | months ended   |            |   | months ended       |  
|                                             |  | March 31, 2011 |            |   | March 31, 2010     |  
|                                             |  |                |            |   |                    |  
|Sales                                        |  | $              | -          |   |                    | $
|                                             |  |                |            |   |                    |  
|Cost of  Sales                               |  |                | -          |   |                    |  
|Gross Profit                                 |  |                | -          |   |                    |  
|Selling, General and Administrative Expenses |  |                | 354,694    |   |                    |  
|                                             |  |                |            |   |                    |  
|Operating Loss                               |  |                | (354,694   | ) |                    |  
|                                             |  |                |            |   |                    |  
|Interest Expense                             |  |                | (2,864     | ) |                    |  
|                                             |  |                |            |   |                    |  
|Loss before Income Taxes                     |  |                | (357,558   | ) |                    |  
|Provision for Income Taxes                   |  |                | (800       | ) |                    |  
|Net Loss                                     |  | $              | (358,358   | ) |                    | $
|                                             |  |                |            |   |                    |  
|Loss Per Share-Basic and Diluted             |  | $              | (0.01      | ) |                    | $
|                                             |  |                |            |   |                    |  
|Weighted Average Number of Shares            |  |                | 24,598,431 |   |                    |  





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





F-2







|OVERNEAR, INC.                                          
|--------------------------------------------------------
|                                                        
|CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)



|                                                                   |  | Preferred Stock |   |  | Common Stock |   |   | Paid-in |  |  | Accumulated |  |  |         |       
|------------------------------------------------------------------ |  | --------------- | - |  | ------------ | - | - | ------- |  |  | ----------- |  |  | ------- | ------
|                                                                   |  | Shares          |   |  | Amount       |   |   | Shares  |  |  | Amount      |  |  | Capital |       
|Balance at January 1, 2011                                         |  |                 | - |  |              | $ | - |         |  |  | 21,258,896  |  |  | $       | 21,259
|Issuance of common stock in lieu of officer compensation           |  |                 | - |  |              |   | - |         |  |  | 4,000,000   |  |  |         | 4,000 
|Issuance of common stock as retainer for professional services     |  |                 | - |  |              |   | - |         |  |  | 1,226,247   |  |  |         | 1,226 
|Issuance of common stock in lieu of settlement of accounts payable |  |                 | - |  |              |   | - |         |  |  | 1,405,332   |  |  |         | 1,405 
|Issuance of common stock in lieu of officers deferred compensation |  |                 | - |  |              |   | - |         |  |  | 7,416,987   |  |  |         | 7,417 
|Stock based compensation                                           |  |                 | - |  |              |   | - |         |  |  | -           |  |  |         | -     
|Net Loss for the three months ended March 31, 2011                 |  |                 | - |  |              |   | - |         |  |  | -           |  |  |         | -     
|Balance at March 31, 2011                                          |  |                 | - |  |              | $ | - |         |  |  | 35,307,462  |  |  | $       | 35,307







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





F-3







|OVERNEAR, INC.                               
|---------------------------------------------
|                                             
|CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)



|                                                  |  |                 |          |   | uKarma Corporation |  
|------------------------------------------------- |  | --------------- | -------- | - | ------------------ | -
|                                                  |  | OverNear, Inc.  |          |   | (Predecessor)      |  
|                                                  |  | Three           |          |   | Three              |  
|                                                  |  | months ended    |          |   | months ended       |  
|                                                  |  | March 31,  2011 |          |   | March 31,  2010    |  
|Cash Flow from Operating Activities:              |  |                 |          |   |                    |  
|Net loss                                          |  | $               | (358,358 | ) |                    | $
|Adjustment to reconcile net loss to               |  |                 |          |   |                    |  
|net cash used in operating activities:            |  |                 |          |   |                    |  
|Depreciation                                      |  |                 | 1,080    |   |                    |  
|Amortization of production costs                  |  |                 | 30,954   |   |                    |  
|Issuance of stock in lieu of officer compensation |  |                 | 100,000  |   |                    |  
|Stock based compensation                          |  |                 | 52,500   |   |                    |  
|Decrease in operating assets:                     |  |                 |          |   |                    |  
|Prepaid expenses                                  |  |                 | -        |   |                    |  
|Inventory                                         |  |                 | -        |   |                    |  
|Increase (Decrease) in operating liabilities:     |  |                 |          |   |                    |  
|Accounts payable                                  |  |                 | (36,810  | ) |                    |  
|Accrued expenses                                  |  |                 | 175,843  |   |                    |  
|Net Cash used in Operating Activities             |  |                 | (34,791  | ) |                    |  
|                                                  |  |                 |          |   |                    |  
|Cash Flow from Investing Activities:              |  |                 |          |   |                    |  
|Due to stockholders                               |  |                 | 34,405   |   |                    |  
|                                                  |  |                 |          |   |                    |  
|Cash Flow from Financing Activities:              |  |                 |          |   |                    |  
|Repayments on note payable, stockholder           |  |                 | -        |   |                    |  
|Proceeds from mergers                             |  |                 | -        |   |                    |  
|Net Cash Provided by Financing Activities         |  |                 | -        |   |                    |  
|                                                  |  |                 |          |   |                    |  
|Net Increase (Decrease) in Cash                   |  |                 | (386     | ) |                    |  
|                                                  |  |                 |          |   |                    |  
|Cash Balance at Beginning of Period               |  |                 | 400      |   |                    |  
|                                                  |  |                 |          |   |                    |  
|Cash Balance at End of Period                     |  | $               | 14       |   |                    | $
|                                                  |  |                 |          |   |                    |  
|Supplemental Disclosures:                         |  |                 |          |   |                    |  
|Interest Paid                                     |  | $               | 2,597    |   |                    | $







Non-cash activities during the three months ended March 31, 2011:



The Company issued 1,226,247 shares of its common stock valued at
$46,597 as retainer for professional services.



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



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





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 Company’s name changed to OverNear,
Inc.  The Company’s headquarters are located in Beverly Hills, California.



The Company plans to develop and market a location-based messaging
platform and mobile application to connect people to people and merchants to shoppers.



The Company’s predecessor business developed and marketed
a proprietary branded fitness DVD series that targets the rapidly growing market of 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 its inventory of fitness DVD series assets by either selling the intellectual property and associated
products, licensing the intellectual property and associated products, or entering into a joint venture with a company that will
incur all marketing and related costs.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation: 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 uKarma’s
assets and liabilities, the Company continued uKarma’s operations. In the accompanying condensed financial statements, uKarma
is referred to as the predecessor entity.



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 10 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, 2011 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, 2010 that are included in the Form 10K filed by the Company on December 15, 2011.



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. In instances where the final acceptance of the product is specified by the customer, revenue is deferred until all
acceptance criteria have been met. Customers’ prepayments are deferred until products are shipped and accepted by the customers.



Inventories: Inventories consist of DVDs and are stated at
the lower of cost or market, using the first-in, first-out method. At March 31, 2011 and December 31, 2010, accounts payable amounting
to approximately $3,000 were secured by the Company’s inventory.



Property and Equipment: Property 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. Depreciation expense for the three months ended March 31, 2011 and 2010 was $1,080 and $1,278, respectively. 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-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. To date, the Company has not had an
impairment of long-lived assets and is not aware of the existence of any indicators of impairment.



Production Costs:   Production costs incurred for
recording of master copies of the fitness videos are capitalized.  The costs are amortized on a straight line method over
the estimated economical useful life of the fitness videos, which is estimated to be five years.  As of March 31, 2011 and
December 31, 2010, the Company incurred production costs of $619,085, and recorded an amortization expense of $30,954 for each
of the periods ended March 31, 2011 and 2010.



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, 2011 and December 31, 2010, 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 stock 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 stock shares available upon exercise of
stock options and warrants using the treasury stock method, except for periods for which no common stock 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 $52,500 and $47,947 related to stock option grants
was recognized for the three months ended March 31, 2011 and 2010, 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”). 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).





F-6















OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)












NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



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 and plans
to increase production of its location-based mobile platform and associated marketing to generate revenues. 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, 2010 states that there is substantial doubt about the Company’s ability to continue as a going concern.



NOTE 4 – PREPAID EXPENSES



The predecessor entered into an agreement with a consultant to provide
consulting and advisory services for the Company and to appear in the Company’s yoga, health, and wellness film productions,
to assist in scriptwriting for the projects such as classes, interviews and introductions, to participate in the project rehearsals,
and to assist in marketing and promoting the projects. Accordingly, the Company is to pay a royalty of 8% on the first $300,000
and 10% on above $300,000 on all gross revenue, net of returns, refunds, chargebacks, taxes, and shipping and handling charges.
As of March 31, 2011 and December 31, 2010, there was a balance of $57,313 after advancing $70,000 and deducting royalties
from sales. Future royalty obligations will be deducted from the current balance.



During the three months ended March 31, 2011, the Board of Directors
of the Company approved the issuance of an aggregate 1,226,247 restricted shares of common stock valued at $46,597 to its attorney
as a retainer fee for legal services.



NOTE 5 – PROPERTY AND EQUIPMENT



Property and equipment consisted of the following:





|                            |  | March 31,   |        |   | December 31, |  
|--------------------------- |  | ----------- | ------ | - | ------------ | -
|                            |  | 2011        |        |   | 2010         |  
|                            |  | (Unaudited) |        |   |              |  
|                            |  |             |        |   |              |  
|Property and Equipment      |  | $           | 14,473 |   |              | $
|Accumulated Depreciation    |  |             | (2,670 | ) |              |  
|                            |  |             |        |   |              |  
|Property and Equipment, net |  | $           | 11,803 |   |              | $







F-7











OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)












NOTE 6 – ACCRUED EXPENSES



Accrued expenses consisted of the
following:





|                          |  | March 31,   |         |  | December 31, |  
|------------------------- |  | ----------- | ------- |  | ------------ | -
|                          |  | 2011        |         |  | 2010         |  
|                          |  | (Unaudited) |         |  |              |  
|                          |  |             |         |  |              |  
|Deferred Compensation     |  | $           | 228,026 |  |              | $
|Accrued Income Tax        |  |             | 2,400   |  |              |  
|Total Accrued Liabilities |  | $           | 230,426 |  |              | $





NOTE 7 – LEGAL SETTLEMENT PAYABLE



In November 2011, the Company settled a legal dispute for the total
amount of $275,000, which was payable $50,000 on December 15, 2011 and the remainder payable in monthly installments of $6,250
through January 7, 2015.







|Total legal settlement payable                   |  | $ | 275,000 |  
|------------------------------------------------ |  | - | ------- | -
|                                                 |  |   |         |  
|Current portion of legal settlement payable      |  |   | (68,750 | )
|                                                 |  |   |         |  
|Legal settlement payable, net of current portion |  | $ | 206,250 |  





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





|2012 |  | $ | 68,750  | 
|---- |  | - | ------- | 
|2013 |  |   | 75,000  | 
|2014 |  |   | 75,000  | 
|2015 |  |   | 56,250  | 
|     |  |   |         | 
|     |  | $ | 275,000 | 





NOTE 8 – NOTE PAYABLE, STOCKHOLDER



A former note payable to a stockholder of the Company bore interest
at 6% per annum and was due in November 2011, at which time the balance was $10,247, including accrued interest of $247. During
the third quarter of the 2011 year, this note was fully paid off.



NOTE 9 – NOTES PAYABLE, UNRELATED PARTIES



Former notes payable to unrelated parties bore interest at 6% per
annum and were due in August and September 2010. As of March 31, 2011, the Company was in default of these notes, and the balance
of notes payable was $8,921, including accrued interest of $921. During the third quarter of the 2011 year, these notes were fully
paid off.





F-8













OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)












NOTE 10 – PROVISION FOR INCOME TAXES



Income taxes (benefit) consisted of the following for the three
months ended March 31, 2011:





|Current:            |  |   |          |   |  |  
|------------------- |  | - | -------- | - |  | -
|Federal             |  | $ | -        |   |  |  
|State               |  |   | 800      |   |  |  
|                    |  |   |          |   |  |  
|                    |  |   |          |   |  | $
|Deferred:           |  |   |          |   |  |  
|Federal             |  | $ | (93,000  | ) |  |  
|State               |  |   | (16,000  | ) |  |  
|                    |  |   |          |   |  |  
|                    |  |   | (109,000 | ) |  |  
|Valuation allowance |  |   | 109,000  |   |  |  
|                    |  |   |          |   |  |  
|                    |  |   |          |   |  |  
|                    |  |   |          |   |  |  
|                    |  |   |          |   |  | $









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 $847,000 each, which will begin to expire in 2031 and 2021, 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 March 31, 2011 and December 31, 2010:





|                                                        |  |   | March 31, 2011 |   |  |   | December 31, 2010 |  
|------------------------------------------------------- |  | - | -------------- | - |  | - | ----------------- | -
|                                                        |  |   | (Unaudited)    |   |  |   |                   |  
|                                                        |  |   |                |   |  |   |                   |  
|Current deferred income tax assets:                     |  |   |                |   |  |   |                   |  
|Deferred compensation                                   |  | $ | 88,000         |   |  | $ | 53,000            |  
|Less valuation allowance                                |  |   | (88,000        | ) |  |   | (53,000           | )
|                                                        |  |   |                |   |  |   |                   |  
|Net current deferred tax assets                         |  | $ | -              |   |  | $ | -                 |  
|                                                        |  |   |                |   |  |   |                   |  
|Non-current deferred income tax assets and liabilities: |  |   |                |   |  |   |                   |  
|Net operating loss carryforwards                        |  | $ | 338,000        |   |  | $ | 264,000           |  
|Accumulated depreciation of                             |  |   |                |   |  |   |                   |  
|Property and equipment                                  |  |   | (2,000         | ) |  |   | (2,000            | )
|Less valuation allowance                                |  |   | (336,000       | ) |  |   | (262,000          | )
|                                                        |  |   |                |   |  |   |                   |  
|Net non-current deferred tax assets                     |  | $ | -              |   |  | $ | -                 |  





The Company has applied the provision of FASB ASC 740, “Income
Tax,” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition of the impact
of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon
examination by the relevant taxing authority, based on the technical merits of the position. At March 31, 2011 and December 31,
2010, 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 March 31, 2010 and December 31, 2010, the Company has
no accrued interest and penalties related to uncertain tax positions.



F-9













OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)














NOTE 10 – PROVISION FOR INCOME TAXES (continued)



The Company is subject to taxation in the U.S. and files tax returns
in the U.S. federal jurisdiction and California state jurisdiction. The Company has not yet filed its tax return for the period
from inception (July 22, 2010) through December 31, 2010. The Company currently is not under examination by any tax authority.



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





|Statutory federal income tax rate  |  |  | (34.0 | )%
|---------------------------------- |  |  | ----- | --
|States taxes                       |  |  | (6.0  | ) 
|Stock based compensation           |  |  | 6.0   |   
|Other                              |  |  | 3.0   |   
|Valuation reserve for income taxes |  |  | 31.0  |   
|                                   |  |  |       |   
|                                   |  |  | -     | % 





NOTE 11 – STOCKHOLDERS’ EQUITY





On March 1, 2011, the Board of Directors of the Company approved
the issuance of an aggregate 4,103,014 and 3,313,973 restricted shares of the Company’s common stock with a value of $0.025
per share to Mr. Glaser and Mr. Tannous, respectively, in consideration for the cancellation of deferred and accrued compensation
in the amount of $102,575 and $82,850, respectively, owed by the Company.



On March 15, 2011, the Board of Directors of the Company appointed
Fred E. Tannous, previously Chief Financial Officer, as Chief Executive Officer and Bill Glaser, previously Chief Executive Officer,
as President of the Company. The Company amended the employment agreement with Fred E. Tannous to issue 4,000,000 shares of restricted
common stock of the Company with a value of $0.025 per share in consideration for engaging in the new role and responsibilities.
The Company also amended the employment agreement with Bill Glaser and changed his title from Chief Executive Officer to President
of the Company.



On March 31, 2011, the Board of Directors of the Company approved
the issuance of an aggregate 2,631,579 restricted shares of Company’s common stock with a value of $0.038 per share to various
service providers in consideration of approximately $100,000 owed to such vendors.



NOTE 12 – 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                   |               
|                                     |  | 2011                       |               
|                                     |  |                            |               
|                                     |  |                            | OverNear, Inc.
|                                     |  |                            | (Unaudited)   
|Numerator:                           |  |                            |               
|Net Loss                             |  | $                          | (358,358      
|Denominator:                         |  |                            |               
|Weighted Average of Common Shares    |  |                            | 24,598,431    
|                                     |  |                            |               
|Basic and Diluted Net Loss per Share |  | $                          | (0.01         







F-10











OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)












NOTE 12 – NET LOSS PER SHARE (continued)



There were no dilutive securities as of March 31, 2011 and 2010.



There were 15,000,000 out-of-money stock options excluded from the
calculation of diluted net loss per share for the three months ended March 31, 2011 because the exercise prices were greater than
the average fair market price of the common stock.



NOTE 13 – 2010 STOCK OPTION PLAN





On August 3, 2010, the Board of Directors approved and adopted the
2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide 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 September 13, 2010 and July 1, 2011. Generally, all options granted expire ten years from the date of grant. It is the Company’s policy to issue new shares for stock options that are exercised rather than issuing treasury
shares. Options generally vest over ten years. Prior to any grants under the Plan, there were 25,000,000 shares of common stock
reserved for issuance under the Plan.



A summary of the status of stock options issued by the Company as
of March 31, 2011 is presented in the following table:





|                                       |  | For the three months ended March 31, 2011 |           
|-------------------------------------- |  | ----------------------------------------- | ----------
|                                       |  | Number of Shares                          |           
|Outstanding at the beginning of period |  |                                           | 15,000,000
|Granted/Exercised/Expired/Cancelled    |  |                                           | -         
|Outstanding at the end of period       |  |                                           | 15,000,000
|                                       |  |                                           |           
|Exercisable at the end of period       |  |                                           | 1,500,000 







The following table sets forth additional information about stock
options outstanding at March 31, 2011:





|         |  |             |            |  | Weighted    |  |      |          |  |   |             | 
|-------- |  | ----------- | ---------- |  | ----------- |  | ---- | -------- |  | - | ----------- | 
|         |  |             |            |  | Average     |  |      | Weighted |  |   |             | 
|Range of |  |             |            |  | Remaining   |  |      | Average  |  |   |             | 
|Exercise |  | Options     |            |  | Contractual |  |      | Exercise |  |   | Options     | 
|Prices   |  | Outstanding |            |  | Life        |  |      | Price    |  |   | Exercisable | 
|$0.025   |  |             | 15,000,000 |  |             |  | 9.42 |          |  | $ | 0.025       | 







As of March 31, 2011, there was
$892,500 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 4.25 years.



F-11











OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)














NOTE 14 – EMPLOYMENT AGREEMENTS



On August 3, 2010, the Company entered into an 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.  The agreement expires on March 15, 2016.  The agreement was also
amended on August 8, 2011 to change the terms of any increase in his annual salary.  Mr. Glaser is compensated with an
annual salary of $180,000. His annual salary will increase to $250,000 in the event that either (i) the Company raises an aggregate
$5,000,000 in debt or equity financing after August 3, 2010 or (ii) the Company recognizes $5,000,000 in cumulative gross revenues.
The annual salary will increase to $360,000 in the event that either (i) the Company raises an aggregate $10,000,000 in debt or
equity financing after August 3, 2010 or (ii) the Company recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will
receive a bonus of 5% of the Company’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 at an exercise price of $0.025 per share, of which 500,000 shares became exercisable on December 31,
2010 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 the Company 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 the Company 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
the Company, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the term and (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 an agreement with
Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the position of
Chief Executive Officer and grant 4,000,000 restricted shares of common stock valued at $100,000 as an inducement for accepting
the CEO position.  The agreement was also amended on August 8, 2011 to change the terms of any increase in his annual
salary.  The agreement expires on March 15, 2016.  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) the Company raises an aggregate $5,000,000
in debt or equity financing after September 13, 2010 or (ii) the Company recognizes $5,000,000 in cumulative gross revenues. The
annual salary will increase to $360,000 in the event that either (i) the Company raises an aggregate $10,000,000 in debt or equity
financing after September 13, 2010 or (ii) the Company recognizes $10,000,000 in cumulative gross revenues.



As a signing bonus, Mr. Tannous was issued shares of the Company’s
common stock valued at $50,000. Mr. Tannous will also receive a bonus of 5% of the Company’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 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 the Company 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 the Company 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.





F-12









OVERNEAR, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)














NOTE 14 – EMPLOYMENT AGREEMENTS (continued)



In the event of Mr. Tannous’ termination without cause by
the Company, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the term and (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.



NOTE 15 – SUBSEQUENT EVENTS



On August 8, 2011, Fred Tannous agreed to forgive and extinguish
accrued and outstanding deferred compensation in the amount of approximately $29,843, and Bill Glaser agreed to forgive and extinguish
accrued and outstanding deferred compensation in the amount of $187,886.



As of January 30, 2012, the Company has issued an aggregate of 1,090,000
restricted shares of common stock to its consultants in consideration for consulting services. The shares were valued at $56,500.



Subsequent to the three months ended March 31, 2011, the Company raised a total of $1,251,000 in a private
placement of its common stock.  The Company issued 12,720,000 shares of common stock and warrants to purchase 12,170,000 shares
of its common stock in connection with this private placement





F-13









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, 2011 and 2010 and the related notes
included therein. References to the “Company,” “we,” “our,” or “us” in this section
refers to OverNear, Inc.



Overview



We plan to develop and market a location-based
mobile messaging platform and mobile application to connect people to people and merchants to shoppers and plan to sell, joint
venture, or license a fitness DVD series.  We were formed in July 2010 as a wholly owned subsidiary of uKarma. uKarma
developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series
(Xflowsion).   On June 17, 2011, we changed our name to OverNear, Inc. and added the mobile messaging portion of our
business.



On August 9, 2010, uKarma’s operating
health and wellness business’ assets, including its Xflowsion DVD series, and liabilities were transferred into the Company
pursuant to a Contribution Agreement in anticipation of being spun-off to uKarma’s shareholders of record as of August 12,
2010 on a pro-rata basis.  Thus, our historical financial results are those of uKarma’s health and wellness business
that were transferred. uKarma subsequently changed its name to Innolog Holdings Corporation.



We began generating revenue in the second
quarter of 2007 via our predecessor company. Our predecessor, however, incurred net losses since then without reaching profits.
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:



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. In instances where the final acceptance of the product is specified by
the customer, revenue is deferred until all acceptance criteria have been met. Customers’ prepayments are deferred until
products are shipped and accepted by the customers.



Inventories: Inventories
consist of DVDs and are stated at the lower of cost or market, using the first-in, first-out method.



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.



Production Costs:  Production
costs incurred for recording of master copies of the fitness videos are capitalized.  The costs are amortized on a straight
line method over the estimated economical useful life of the fitness videos, which is estimated to be five years.

4









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.



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.



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.



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”). 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.



Results of Operations



Comparison of Three Months Ended March 31, 2011 and March
31, 2010



Sales.  We had
no sales during the first quarter of 2011, while we had $709 in sales during the first quarter of 2010. This is due to not selling
our DVD series, while formulating the business plan and strategy for our mobile app business.



Cost of Sales.  As
we had no sales during the first quarter of 2011, we had no cost of sales during the period. In comparison, we had $$351 in cost
of sales during the first quarter of 2010.



Gross Profit.  Gross
profit during the first quarter of 2010 was $358, representing a gross margin of approximately 50%.  We had no gross
profit during the first quarter of 2011 as we had no sales.



Selling, General and Administrative
(SGA).During the first quarter of 2011, our SGA expenses were $354,694, while total SGA expenses during the first
quarter of 2010 were $211,700, representing an increase of approximately 68%.  The increase is due to an increase of
$121,000 in officers’ compensation and $22,000 in legal fees.



Net Loss.  We
had a net loss of $358,358 during the first quarter of 2011 compared to a net loss of $215,982 during the first quarter of 2010.



LIQUIDITY



Cash Flows



Net cash used in operating activities
was $34,791 for the first quarter of 2011 while net cash used in operating activities was $131,411for the first quarter of 2010.
The decrease in cash used in operating activities is due primarily to limited operations during the first quarter of 2011.



Net cash provided by investing activities
was $34,405 for the first quarter of 2011 while net cash used in investing activities was $58,705 for the first quarter of 2010.
The increase in cash flow from investing activities is due to an increase in amount due to stockholders.



We had no financing activities during
the first quarter of 2011. Net cash provided by financing activities was $220,500 for the first quarter of 2010.

5









CAPITAL RESOURCES



As ofMarch 31, 2011, we
had negative working capital of $509,311. To satisfy current working capital needs, we received a loan from an unrelated party.
There is no guarantee that we will be able to meet current working capital needs if we do not receive additional infusions of cash
via loans, stock sales, revenues, or other sources. We expect to incur substantial losses over the next two years.



As of March 31, 2011, we had cash of
$14. We have obtained additional capital through equity financing and intend to obtain additional 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 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 or to sell, joint
venture, or license our Xflowsion DVD series.



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
and plans to increase production of its location-based mobile platform and associated marketing to increase revenues.  Our
ability to continue as a going concern is dependent on our ability to meet our financing arrangements and 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, 2010
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. We have presented below a summary of the most significant assumptions used in our determination
of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated
financial position, results of operations, and cash flows.



The following table summarizes our contractual
obligations as of March 31, 2011, and the effect these obligations are expected to have on our liquidity and cash flows in future
periods.





|                         |  | Payments Due by Period |          
|------------------------ |  | ---------------------- | ---------
|                         |  | Total                  |          
|Contractual Obligations: |  |                        |          
|Notes Payable            |  | $                      | 19,168   
|Legal Settlement Payable |  | $                      | 275,000  
|Employment Agreements    |  | $                      | 1,785,000







6











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, 2011, 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.



2.      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.



3.      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 year ended December 31, 2010 and the quarter ended March
31, 2011 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.



On August 8, 2011, we formalized our
disclosure controls and procedures, and are in the process of utilizing these controls and procedures to determine their effectiveness.



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.



Other than the matter described below,
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.



On June 17, 2009 Jeffrey Fischer (the
“Landlord”) filed a complaint for breach of lease against uKarma Corporation and Bill Glaser, our President, in the
Los Angeles Superior Court in Los Angeles, California and subsequently named Fred Tannous, our Chief Executive Officer, as an additional
defendant. On November 19, 2010, Awesome Living, Inc. (uKarma’s successor and now known as OverNear, Inc.) filed a cross-complaint
against the Landlord, Hilary Fischer, Barry Fischer, and Garvin Drive Limited Partnership, all parties to the subject lease. The
judge mandated a settlement conference for November 2011, and the parties reached a settlement on November 7, 2011 for the total
amount of $275,000. Of this amount, $50,000 was paid on December 15, 2011 and the remainder is payable in monthly installments
of $6,250 through January 7, 2015.

7









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



On March 1, 2011, we issued to Bill Glaser
4,103,014 shares of our common stock in consideration for an aggregate $102,575 in deferred and accrued compensation as of February
28, 2011.  This issuance was exempt from registration requirements in reliance on section 4(2) of the Securities Act.



On March 1, 2011, we issued to Fred E.
Tannous 3,313,973 shares of our common stock in consideration for an aggregate $82,850 in deferred and accrued compensation as
of February 28, 2011.  This issuance was exempt from registration requirements in reliance on section 4(2) of the Securities
Act.



On March 15, 2011, we issued to Fred
E. Tannous 4,000,000 shares of our common stock as a signing bonus in connection with becoming our Chief Executive Officer.  This
issuance was exempt from registration requirements in reliance on section 4(2) of the Securities Act.



On March 31, 2011, we issued shares of
our common stock to the law firm of Richardson & Patel LLP and the following of its recipient-designees:



| | Recipient              | Number of Shares
| | ---------------------- | ----------------
| | Richardson & Patel LLP | 150,000         
| | David Wells            | 50,000          
| | Sylvia Karayan         | 25,000          
| | Edgar Park             | 50,000          
| | Doug Gold              | 50,000          
| | Erick Richardson       | 980,297         
| | Nimish Patel           | 980,297         
| | Addison Adams          | 172,994         
| | Kevin Friedmann        | 172,991         



We issued an aggregate 1,405,332 shares in consideration
for $53,402.61 in accrued accounts payable liability through March 31, 2011, and an aggregate 1,226,247 shares in consideration
for a $46,597.39 retainer fee for legal services to be rendered by Richardson & Patel LLP. This issuance was exempt from registration
requirements in reliance on section 4(2) of the Securities Act.



Item 5.  Other Information.



(a)	Below is a description of events that were required
to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q, but that were not reported. These disclosures
were included in our prior Form 10-Q for the quarter ended September 30, 2011, which was filed with the Commission on August 5,
2011.



Change in Chief Executive Officer



On March 15, 2011, our Board appointed
Fred E. Tannous, age 45, as our Chief Executive Officer.  Mr. Tannous is also our Chief Financial Officer.  He
replaced Bill Glaser as our CEO.



Mr. Tannous is responsible for overseeing
all aspects of our vision, strategy and financial operations, including financings and new business development.  Mr.
Tannous has over 20 years of experience in finance, management, and new business development.   Since 2006, he has
been active as founder, investor, and visionary behind several start-ups.  Prior to his positions with the Company, Mr.
Tannous was a director of uKarma from June 2006 until August 2010.  From December 2000 through April 2006, Mr. Tannous
was Chief Executive Officer of Health Sciences Group, Inc., where, as co-founder and CEO, he was involved in all aspects of its
operations, starting with a self-underwritten public offering to guiding the overall strategy and marketing programs, launching
new products, and effecting several key acquisitions and business development initiatives, which quickly increased shareholder
value, reaching a market capitalization of approximately $100 million.  Prior to that, Mr. Tannous spent more than 14
years at Hughes Electronics where he worked in various capacities ranging from engineering to marketing to new business development.   While
at DIRECTV, a subsidiary of Hughes, Mr. Tannous served as Sr. Manager of Investments & Acquisitions where he oversaw the company’s
equity portfolio value at $1 billion.  He participated in valuing, structuring, and executing strategic investments and
business enhancement opportunities. During his tenure, he was involved in effecting more than $500 million in transactions for
the company and its operating units.

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Mr. Tannous earned an MBA in finance
and accounting from the University of Chicago, Graduate School of Business; completed coursework in international business at SDA
Bocconi in Milan, Italy; and holds a Masters and Bachelors degree in Electrical Engineering from the University of Southern California.



Also on March 15, 2011, we amended our
employment agreement with Mr. Tannous in connection with his appointment as CEO in addition to his role as our CFO.  The
amendment changed the end of his employment term to March 15, 2016.  The amendment also provides that Mr. Tannous will
receive an additional stock grant of 4,000,000 restricted shares of common stock as an inducement for accepting the CEO position.  Mr.
Tannous’ original employment agreement is dated September 13, 2010 and was filed as an exhibit to our registration statement
on Form 10 filed with the SEC on September 15, 2010.  A copy of the amended employment agreement was filed on August
5, 2011 with our Quarterly Report on Form 10-Q and is incorporated by reference herein.  The foregoing description of
the employment agreement and amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of each of the employment agreement and amendment.



Appointment of President



On March 15, 2011, our Board appointed
Bill Glaser, age 44, as our President.



Mr. Glaser works closely with our CEO
to oversee our vision, strategy, and financial operations, including financing and new business development. Prior to his positions
with the Company, Mr. Glaser was Chief Executive officer of Namaste Financial from October 2005 to January 2011.  Mr. Glaser
was also the Chairman of the Board and Chief Executive Officer of uKarma since June 2006 until August 2010.  From
December 2000 to July 2005, he served as President of Health Sciences Group, Inc., a manufacturer, marketer, and distributor of
pharmaceuticals and nutrition based products.  He was also a director of Health Sciences from December 2000 to May 2007,
during which time the company was publicly traded. He worked closely with the CEO of Health Sciences to provide oversight in all
aspects of operations ranging from crafting and executing Health Sciences’ overall growth strategy to structuring debt and
equity financings and seeking and evaluating qualified acquisition candidates.  Prior to that, Mr. Glaser was founder
and Chief Executive Officer of Zenterprise, Inc., a corporate consulting firm that provided strategy, finance, and marketing services
for both public and private companies.  Prior to that, Mr. Glaser was a registered principal of a regional stock brokerage
firm where he gained diverse experience in finance, management, marketing, sales, and public company relations.  Previously,
he was a registered representative at Drexel Burnham Lambert and Smith Barney.  Mr. Glaser holds a Bachelor’s degree
in finance and economics from the Ithaca College - School of Business.



Also on March 15, 2011, we amended our
employment agreement with Mr. Glaser in connection with his appointment as President.  The amendment changed the end
of his employment term to March 15, 2016.  Mr. Glaser’s original employment agreement is dated August 3, 2010 and
was filed as an exhibit to our registration statement on Form 10 filed with the SEC on September 15, 2010.  A copy of
the amended employment agreement was filed on August 5, 2011 with our Quarterly Report on Form 10-Q and is incorporated by reference
herein.  The foregoing description of the employment agreement and amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of each of the employment agreement and amendment.



Item 6.  Exhibits.



|Exh. No. |  | Exhibit Description                                                                                        
|-------- |  | -----------------------------------------------------------------------------------------------------------
|         |  |                                                                                                            
|3.1      |  | Articles of Incorporation, as amended (2)                                                                  
|         |  |                                                                                                            
|3.2      |  | Bylaws (1)                                                                                                 
|         |  |                                                                                                            
|10.1     |  | Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011 (2)                           
|         |  |                                                                                                            
|10.2     |  | Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011 (2)                               
|         |  |                                                                                                            
|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.

|(1) | Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------
|(2) | Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.        



9







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: February 24, 2012 | By:           
|                        |               
|                        |               
|                        |               





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