Rowl, Inc. - FORM 10-K - April 15, 2015

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EX-4.9 - EXHIBIT 4.9 - Rowl, Inc.	s100957_ex4-9.htm
EX-31.1 - EXHIBIT 31.1 - Rowl, Inc.	s100957_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Rowl, Inc.	s100957_ex32-1.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2014

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

For the transition period from __________ to __________

Commission file number: 333-188565

Rowl, Inc.

(Exact name of registrant as specified in its charter)

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

9595 Wilshire Blvd, Suite 900

Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

At June 30, 2014, the last business day of the registrant’s most recently completed second quarter, there was no aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as a public market for the registrant’s common stock did not exist at that time, and the common stock is not currently listed, traded, or quoted on any national or regional stock exchange, market, or quotation system.

As of April 15, 2015, there were 80,521,713 shares of common stock outstanding.

TABLE OF CONTENTS

	Page No.
PART I

Item 1. Business	4

Item 1A. Risk Factors	12

Item 2. Properties	12

Item 3. Legal Proceedings	12

Item 4. Mine Safety Disclosures	12

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13

Item 6. Selected Financial Data	14

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 7A. Quantitative and Qualitative Disclosures about Market Risk	18

Item 8. Financial Statements and Supplementary Data	18

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19

Item 9A. Controls and Procedures	19

Item 9B. Other Information.	20

PART III

Item 10. Directors, Executive Officers and Corporate Governance	21

Item 11. Executive Compensation	22

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25

Item 13. Certain Relationships and Related Transactions, and Director Independence	26

Item 14. Principal Accounting Fees and Services	26

PART IV

Item 15. Exhibits, Financial Statement Schedules	28

SIGNATURES	29

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This annual report on Form 10-K contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements that included assumptions and describe our future plans, strategies, and expectations are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may include known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this annual report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this annual report generally. This annual report may contain market data related to our business that may have been included in articles published by independent industry sources. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any one or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this annual report will in fact occur.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made elsewhere in this annual report as well as other public reports that may be filed with the United States Securities and Exchange Commission. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this annual report to reflect new events or circumstances.

When used in this annual report, the terms the “Company,” “Rowl,” “we,” “us,” “our,” and similar terms refer to Rowl, Inc., a Nevada corporation.

PART I

ITEM 1. BUSINESS

General

We have developed and launched a location-based social networking and mobile advertising platform. We are currently in the process of re-evaluating our product, market and strategy in an effort to identify opportunities that can best leverage our technology and provide maximum benefit to the Company. 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. Therefore, our historical financial results are those of uKarma’s health and wellness business. uKarma subsequently changed its name to Innolog Holdings Corporation (“Innolog”), and issued 10,700,000 shares of Awesome Living, Inc. common stock to our management. This, along with other subsequent issuances of our common stock, reduced Innolog’s percentage ownership of our common stock to 13.2% as of March 31, 2015.

The Contribution Agreement anticipated a pro-rata spin-off of the Awesome Living, Inc. common stock owned by uKarma to uKarma’s shareholders of record as of August 12, 2010. The spin-off was effected on February 14, 2014, the day the Spin-off was declared effective by the SEC.

Following the transfer of our assets into Awesome Living, Inc., we made a decision to change the focus of our business from personal health and wellness products to developing a location-based social networking and mobile advertising platform. On July 23, 2014 and June 20, 2011, we changed our name from Awesome Living, Inc. to Rowl, Inc and OverNear, Inc., respectively, to better reflect our new business, and operate with a focus on developing a location-based social networking and mobile advertising platform. To date, we have generated no revenues from our planned social networking and mobile advertising service. 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.

Business Overview

General

In September 2014, Rowl introduced its mobile app for Apple iOS devices (i.e., iPhones and iPads) that leverages location-based services to help users, manage their entertainment and social life, much like a "digital concierge." Millions of people in our targeted demographic (ages 18 to 34) have a desire to seek live entertainment, particularly concerts and sporting events, and enjoy attending and sharing these events with their friends. They want to know when their favorite artists, sports teams, etc., will be near them. Using Rowl's proprietary algorithms, we build a custom tailored profile for each user based on their personal interests and social behavior to uncover events in which they are most interested. Then, through Rowl's proprietary technology, which exploits the smartphone's GPS system, we send push notifications to alert the user of nearby relevant events so they can take action, even purchase their tickets through the Rowl app.

Today, musical artists, performers and influencers connect to fans through more social channels than ever before. Yet, many fans don’t see their posts often resulting in very low reach, poor conversions and significant percentage of unsold tickets. A fan either has to be online at the time of posting and spend precious time scrolling through their feeds or, Facebook algorithms often filter out content. Thus, both the influencer's experience (i.e., lower revenue, lower fan engagement) and the experience of their fans (i.e., lost opportunity to see and engage with their favorite artist when nearby) are often unfulfilled. The market needs a better way to target and reach audiences with meaningful engagement.

Rowl addresses the problem by delivering a highly targeted marketing platform that provides musical artists with a powerful tool to reach their fans – which not only has the potential to increase tickets sales, but also helps achieve greater engagement with their fan base. Users also benefit as it not only offers them a personalized experience around event discovery, but also enables closer interaction with their favorite artists, grants them exclusive access to special offers and promotions and facilitates direct ticketing information through partnerships with Ticketmaster, Wantickets, AEG, Ticketfly and others.

By utilizing learning algorithms, Rowl identifies, filters and ranks events in the user’s local area based on a number of parameters, including personal tastes and learned preferences. Then, we exploit the smartphone’s GPS location services to provide automated, real-time push notifications of recommended events. For artists, Rowl provides a powerful marketing tool that learns and incorporates user preferences, social habits and relative proximity to optimize reach and establish meaningful engagement with their audiences leading to greater ticket sales. For users, Rowl offers an intelligent, event discovery solution that cuts through the clutter of “social media noise” and automatically uncovers and presents highly personalized actionable content when and where it makes the most sense – so, users get what they want, when they want it without having to dig for it.

Business Strategy

As people begin to rely on services and apps to help them navigate the world around them, local discovery is going to get a lot more crucial to search marketers who want their business to be found online. Our strategy is to first rapidly build a user base by launching our free mobile utility, which allows users promote their events to the right target audience. We expect to leverage our mobile app to offer businesses advertising solutions that are designed to be more engaging and relevant for users in order to help them better achieve their advertising goals. Our combination of location relevance, social context, and engagement is expected to give advertisers enhanced opportunities to generate brand awareness and affiliation, while also creating new ways to generate near-term demand for their products from consumers likely to have purchase intent.

We plan to execute our business model and monetize our mobile app by offering businesses an opportunity to advertise to our users. Our initial strategy is to established relationships with influencers and Internet celebrities that will be helpful in promoting and bringing awareness to the company. We expect to generate revenues through participation in the point of sale transactions, as well as certain other advertising initiatives. We plan to extend the use of our mobile app to include payment-processing integration for point-of-sale transactions in partnership with ticket agents and venue operators, whereby we will earn a commission for purchase transactions effected through our app. There is, however, no guarantee that we will be able to successfully execute the strategies discussed herein.

Marketplace and Competition

Our addressable market opportunity includes portions of many existing advertising markets, including the traditional offline branded advertising and mobile advertising markets. We believe that advertising on mobile devices is a significant market opportunity that is still emerging and evolving. Our goal is to offer most advertisers with an effective way to leverage and create more contextually-relevant ads. Our mobile application will compete in the multi-billion dollar mobile location-based services market. We may compete with other location-based mobile applications, including Foursquare, Google, Apple, and several new start-ups, many of which are significantly larger than us and have more capital to invest in their mobile advertising businesses. They, or other competing companies, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers, or other parties, thereby limiting our ability to promote our services and generate revenue. These companies could compete with us to the extent they expand into mobile advertising. Any of these developments would make it more difficult for us to sell our services. We have no competitive presence in the mobile location based services market at this time.

Intellectual Property

Our ability to protect our intellectual property, including the further development of the software application, will be an important factor in the success of our business. We plan to obtain a U.S. trademark registration for Rowl and also review whether pursuing trademark protection in other countries is appropriate. In addition to the foregoing, we have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and assignment-of-inventions agreements with employees, independent contractors, consultants and companies with which we conduct business, or will conduct business in the future.

Industry Regulations

The regulatory framework for privacy issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile industry in particular. It is possible that new laws and regulations will be adopted in the U.S. and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our intended business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The Federal Trade Commission has also proposed revisions to the Children's Online Privacy Protection Act, or COPPA, that could, if adopted, create greater compliance burdens on us. COPPA imposes a number of obligations, such as obtaining parental permission, on website operators to the extent they collect certain information from children who are under 13 years of age. The proposed changes would broaden the applicability of COPPA, including the types of information that would be subject to these regulations, and could apply to information that we or our clients intend to collect through mobile devices or apps that is not currently subject to COPPA.

Mobile Advertising

Rowl expects to be a location-based mobile advertising platform that will help brands and retailers reach Rowl users with mobile advertisements, such as promotional offers, discount coupons, and vouchers direct to their smartphones.

Rowl intends to deploy push notification campaigns to users based on where they are at any given moment, or on any number of other criteria, such as time of day, day of the week, proximity to a retailer’s location, among many other personalized preferences. The key features of the application are planned to include:

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Highly targeted advertising campaigns;

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No SMS or MMS approval from the mobile carrier;

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Campaigns are self-administered by retailer or brand;

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Real-time analytics – virtual built-in ‘Marketing Consultant; and

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Simple interface and easy-to-use – intuitive user interface.

We believe that our technology, tools, and services will help brands and retailers maximize their advertising revenue and gain insight about their users. To advertisers, we expect to offer sophisticated targeting capabilities, and the opportunity to deliver interactive and engaging ad experiences to consumers on their mobile connected devices. Our goal is to have our proprietary technology and data platform determine in real-time which ad to deliver, as well as to whom and when, thereby optimizing the effectiveness of advertising campaigns regardless of device type or operating system. We expect our platform to be initially compatible with Apple iOS and we are planning to release versions compatible with the Android and Windows mobile operating systems.

As smartphones, tablets, and other mobile connected devices become increasingly more powerful and affordable, and mobile Internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. With growth in this mobile app-based economy, mobile advertising creates new opportunities for advertisers to reach and engage audiences of potential consumers. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences, and offer location-targeting capabilities. We believe that the combination of these features creates a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. However, a number of factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

We expect to help brands and retailers utilize mobile advertising without the complexities. By using our service, advertisers will be able to gain access to our tools and services to craft advertising and promotional campaigns with interactive rich media ads and video ads from our platform. As planned, our app will be able to analyze user data to build sophisticated profiles and audience groups that, in combination with the real-time decision-making, optimization, and targeting capabilities of our technology platform, will enable us to deliver highly targeted advertising campaigns for our advertiser clients. We anticipate that advertisers will pay us to deliver their ads to mobile connected device users. As we deliver more and more ads, we expect to be able to collect anonymous data about users, audiences, and the effectiveness of particular ad campaigns, which in turn will enhance our targeting capabilities and will allow us to deliver better performance for advertisers and better opportunities to increase their revenue streams. Our use of data for interest-based targeting, including location data, is based on consumer consent, and we offer consumers the ability to opt out of such targeting.

Benefits of Mobile Advertising

The combination of the inherently personal nature of mobile devices, their enhanced functionality, and the proliferation of app-enabled experiences creates a powerful opportunity for highly targeted and effective advertising. We believe mobile advertising enjoys a number of benefits over traditional advertising and PC-based online digital advertising, including:

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anytime, anywhere access to users;

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personalization of the advertising experience;

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location-based targeting;

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more complete user engagement; and

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enhanced audience targeting based on location, behavioral and demographic data.

Growth Strategy

We seek to become the strategic independent platform partner of choice for advertisers wanting to capitalize on the large and growing mobile advertising opportunity. The key elements of our strategy are to:

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innovate through continued investments in technology and data;

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deepen our relationship with our users;

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acquire new users and advertisers;

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increase our share of advertising budgets from advertisers;

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increase our global market penetration;

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pursue strategic acquisitions; and

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provide further insight into the mobile app economy.

Principal Products and Services

Location-based services allow Users to connect with others based on their current locations. In many cases, people use their smartphones (iPhone, Android, Windows) to “check in” to businesses like restaurants, bars, and stores they visit. Many of these services also have a gaming component, allowing members to compete against one another or to collect rewards (like online badges) for their activities. The rapid evolution of mobile phones, both on a hardware and a software level, combined with a surge in application storefront releases, deployments of higher-capacity network infrastructure, and recent developments in positioning technologies is expected to drive revenues.

We believe that location and granular geo-targeting are actually strong predictors of consumer intent because by knowing when and where someone will be will likely provide information about what that person may be interested in. For example, if it is lunch time and one has opted in to get offers from restaurants, a great promotion available nearby becomes easy to act on. We believe that it is becoming clear to retailers that location-based marketing is an important key to driving foot traffic among consumers who are in the mindset to make a purchase. Furthermore, we believe that the performance of these programs is demonstrating that mobile phones and location can increase average order value, frequency, and loyalty.

We believe that the more technologies exist like our mobile application that marketers can leverage to pinpoint location and target advertising and messaging, the more relevant they can make their campaigns and the better the response will be from their target consumers. We also believe that consumers are generally much more receptive to ads that are relevant to them personally. We believe that location enhances the outbound and inbound media opportunities, allowing brands and retailers to tie their messaging to a specific location and dictate the context of the message.

Rowl Mobile App

Push Notifications. Rowl plans to leverage the native high-accuracy network-based hybrid location engine in the Apple iOS and the Android operating systems that allows location to be extracted from the handset on a periodic and continuous basis. Rowl expects to deploy push notification campaigns to users based on where they are at any given moment, or if they meet any number of other criteria. As planned, the consumer will “opt in” by downloading the Rowl mobile application to his or her phone and agreeing to receive notifications, but beyond that the consumers’ privacy is protected because the alerts do not require the disclosure of either a phone number or an email address. Push notifications appear as an alert in the message tray of the customer’s phone screen and can be acted on via messaging even if the Rowl app is not in use. Unlike other popular apps, there is no check-in required to activate either the user’s location or his or her interest in retrieving an offer or discount. Push notifications are used in our currently available mobile app.

Persistent Location – No Check-Ins Required. We believe that a persistent location platform, not check-ins, will release the potential of location-based services. For example, someone is walking in the vicinity of a coffee shop and a message appears on his or her phone: "Come on in to the coffee shop (you're a few blocks away and here is a map to get there) and receive 50% off a cappuccino." With the check-in, the coffee shop will only have the ability to message a consumer based on when he or she tells the service his or her exact location. But what is the likelihood that, as the consumer is walking, he or she will check-in to a social media site? For the coffee shop or any other business to predictably message a potential customer when he or she is nearby, they are going to require access to the customer’s location on a persistent and continuous basis. Persistent location features are used in our currently available mobile app.

Location-Based Marketing. Compared to the “daily deal” providers, Rowl is expected to be more effective in reaching potential customers by pushing location-based offers that are triggered by the User’s precise location rather than by the city specified by the user as his or her next closest deal-base. We believe that brands will be able to target consumers with offers based on their own marketing rules and campaign timing without having to share the revenue and customer information with a second party. Real-time reporting and analytics should enable the brand or retailer to use adaptive business rules to reach highly targeted consumers. Rather than a mobile megaphone, Rowl will provide a targeted, brand-specific marketing tool. Assuming the user is aware that he or she will be activating such access to his or her mobile “inbox,” it will provide a kind of “tell me when…” system for consumers who are either cost-conscious or brand-loyal and who want to be alerted to special offers. For example, users might be alerted only at certain times of the day based on whether or not they have responded to an earlier campaign or even based on their proximity to retail locations, restaurants, and events. In that context, the easier and more flexible the marketer’s dashboard, the better the chances of success and the less this will look to the user like mobile spam.

Rowl is expected to provide a replacement for daily deal emails that clutter Users’ inboxes and never get read. Because this targeting works through an app’s connection with the Internet, rather than via SMS or MMS, the platform can deliver rich media without the per-message costs, character or size limitations, and extensive approval process associated with SMS, MMS, and email-based marketing. And there are no carrier-related GPS costs because smart notification technology uses the phone’s internal locator beacon to persistently know consumer location.

Adaptive Learning Algorithm. This is a proprietary algorithm, which will monitor and refine the system’s filtering process to produce highly targeted promotions based on each individual’s tastes and preferences. Every promotional offer that will be sent by the merchant will include the quick press buttons “More like this” and “Less like this.” Based on the responses of the shopper for each of the offers, the system will automatically tailor the User’s personal preferences to match his or her indicated interest levels by type of retailer, promotional offer, day of the week, time of day, etc.

Social Media Integration. For merchants with an existing social networking profile page or fan page, our plan is that our technology will allow them to easily publish their offers or email messages and related links to their social networking site news feed and wall directly from within the Rowl application. When the link is shared, Rowl will automatically post the offer or email message to a message archive center and then track offer redemptions and traffic activity. The currently available version of our mobile app integrates with Facebook.

Professional Social Networking Integration. With professional social networking integration, our app will allow merchants to easily publish their offers to their professional social networking news feed directly from within the Rowl application. When sharing related message content, our applications will automatically post the merchants’ messages to their message archive and track visitor activity or coupon redemptions.

Rowl Web App

Event Creation Wizard. If and when developed, we expect it to be a comprehensive, easy-to-use interface that enables subscribers to create and edit events. Through intuitive controls, subscribers can readily change colors, fonts, borders, and backgrounds and insert images and logos to help ensure that their messages or offerings appear polished and professional. The wizard operates on a “what-you-see-is-what-you-get” basis whereby a subscriber can change content quickly and view the offer or message prior to launching.

Professionally Developed Templates. These will be pre-designed offer and message forms that are designed to help subscribers quickly create attractive and professional campaigns. These templates will provide ideas about the kinds of offers, messages, and emails subscribers can send, promotions, and announcements, and will demonstrate, through the use of color and format, the creativity and professionalism of a potential campaign. An advanced editing functionality will enable subscribers to easily modify the templates. We also plan to provide templates designed to appeal to specific products and services. For example, we will include a coupon template for a 25% discount or a ‘buy-one-get-one-free’ offer to promote a restaurant while another retail messaging template can be used to promote a new line of men’s apparel.

Security and Privacy. We expect to protect our subscribers’ data at the highest level possible. We do not intend to use our subscribers’ confidential information, including their customer/contact lists, except in the delivery of our product, nor will we share, sell, or rent this information. In addition, we will require that our business subscribers adopt a privacy policy to assist them in complying with government regulations and marketing best practices.

Tracking and Reporting. We plan that the tracking and reporting feature will monitor and analyze merchant promotions and shopper redemptions and tailor recommendations for a promotion based on previous campaigns and concurrent campaigns of other nearby retailers (on an anonymous basis) who have the same business but are located in different geographic regions or experience comparable social and demographic dynamics. This feature will use the Company’s patent-pending adaptive learning algorithm to monitor and refine criteria for optimized promotional offers or discount coupons based on redemption rates and other socio-economic statistics gathered over time and from neighboring businesses.

We plan to monetize our customer relationships by offering premium levels of our advertising and analysis-driven marketing service to brands and retailers by charging subscription fees. As a subscriber, the business customer will have access to contact list and offer management tools which are expected to enable the subscriber to target or segment contacts and consumers for all or specific campaigns and monitor delivery and redemption of promotions and coupons. Unsubscribe requests are automatically processed to help ensure ongoing compliance with government regulations and marketing best practices.

Industry

Background

The convergence of several key trends is driving the growth of the mobile app economy and fundamentally changing the way that users consume content on their mobile connected devices. We believe these trends will continue to create a significant opportunity for mobile advertising. These trends include:

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Adoption of faster and more functional mobile connected devices. Driven by intuitive user interfaces, increased functionality, faster processing speeds, better graphics processors, and advanced display technologies with touch capabilities, it has become possible to deliver innovative, interactive, and engaging consumer media experiences on a wide variety of mobile connected devices.

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Widespread access to faster wireless networks facilitates consumer consumption of content. With the growth of mobile connected devices, consumers increasingly expect to have a high-quality online experience everywhere. Expansion of worldwide 3G network penetration, the rise of next-generation networks, such as 4G, and the prevalence of Wi-Fi access are facilitating the consumption of content on mobile connected devices. The combination of increased network access and faster network technologies is enabling the development of rich media content, presenting new opportunities in the mobile ecosystem.

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Mobile usage has disrupted how content is consumed. Consumers are increasingly using their mobile devices instead of personal computers or other traditional media to access content. Mobile devices have become an increasingly important part of daily life, with users relying on mobile connectivity to read newspapers, magazines, and blogs, watch movies, play games, check sports scores, shop, monitor weather forecasts, conduct banking transactions, find maps and directions, and listen to online radio stations.

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Growth of the mobile app economy. Developers have created apps as an easy, intuitive, and interactive way to instantly deliver content on mobile devices. Emerging technologies, such as improvements in computer programming languages for structuring and presenting Web-based content, have allowed app developers to harness the increasing processing power and functionality of mobile devices and faster networks to deliver more engaging media to users.

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Advertising industry is being disrupted by mobile advertising. Traditional advertising media, such as billboards, newspapers, magazines, radio, and television, often suffer from a number of inherent limitations, including limited ability to target specific audiences, limited ability to measure audience reach and, in some cases, limited geographic range. As consumers spend more time online with personal computers, or PCs, digital advertising has proven to be more effective because it allows for user interaction, provides better measurement, and achieves expanded audience reach. However, even PC-based digital advertising suffers from a number of significant limitations with respect to personalization, accessibility, and location-based targeting, all of which can be provided through mobile advertising.

Complexities of Mobile Advertising

Despite the growing market opportunity for mobile advertising, companies in our industry must address several complexities and challenges in order to effectively deliver mobile advertising solutions, including:

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fragmentation of the mobile ecosystem caused by a wide diversity of device types, numerous operating systems, and varied delivery and user engagement mechanisms;

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limitations in using traditional identification techniques typically used in PC-based Web advertising, such as "cookies";

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difficulty in predicting user behavior, including when and where a user will be consuming content on a mobile device;

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varying connection quality that a mobile device may have at any given time; and

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difficulties measuring performance of ads and user interactions with them on mobile connected devices.

Needs of Mobile Advertisers

Advertisers, to achieve their business objectives in the mobile app context, require scale, reach, and the ability to target and engage specific audiences. Advertisers need solutions that help optimize their investment by delivering effective campaigns across multiple devices and operating systems, maximizing the number of potential consumers the campaigns reach, and then measuring the effectiveness of those campaigns.

Employees

As of December 31, 2014 we had twelve employees, all of whom were full-time. Subsequent to year end, due to strategic changes and budgetary constraints, certain of our employees were terminated. Accordingly, as of March 31, 2015, we have three full time employees.

Recent Developments

In the first quarter of 2014, the Company issued 2,000,000 units of Series B Preferred Stock to our two sole officers and directors, Fred E. Tannous and Bill Glaser. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company.

The Company released its mobile application on September 4, 2014 which prior to that date was in development. Upon the date of release to customers, the Company had capitalized $710,200 in costs. The software will be amortized over its estimated useful life of 3 years.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years following our initial public offering, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

ITEM 1A. RISK FACTORS.

No disclosure is required by smaller reporting companies.

ITEM 2. PROPERTIES.

We currently have four office leases. The first is for an office located at 501 Santa Monica Blvd, Santa Monica, CA 90401. On July 22, 2014, we entered into a three (3) year three (3) month lease commencing on August 15, 2014 and concluding in November 2017. The lease required a deposit of $35,000 and fees ranging from $10,345 to $11,305 per month. As of March 2, 2015, the Company has sub-leased this space with monthly fees equal to the lease cost. We have a second office located at 1460 4th St., Santa Monica, California 90401. On April 16, 2013 we entered into a two-year office lease with SM Promenade LLC for this office, the term of which began on May 15, 2013. The monthly fee is $4,386 per month for the first year and $4,517 for the second year. The Company has sub-leased this office to a third-party with monthly fees equal to the lease cost. We leased a third facility located at 405 Via Chico, Palos Verdes Estates, CA 90274 in March 2015. The lease is for one (1) year for $500 per month. On March 13, 2015, the Company entered into a forth lease agreement for office space at 9595 Wilshire Blvd, Suite 900, Beverly Hills, CA 90212. The lease agreement is for one (1) year at $1,817 per month.

ITEM 3. LEGAL PROCEEDINGS.

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable to the Company.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

There is currently no market for our common stock or preferred stock.

Holders

As of April 13, 2015, there were approximately 221 shareholders of record who hold an aggregate of 80,521,713 shares of common stock issued and outstanding.

Dividend Policy

We do not expect to pay any dividends on our common stock in the foreseeable future. Payment of future cash dividends will be at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, plans for expansion and contractual restrictions with respect to the payment of dividends.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as of December 31, 2014, certain information related to our compensation plans under which shares of our common stock are authorized for issuance.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options Warrants and Rights			Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in COLUMN A)
Equity compensation plans approved by security holders		15,000,000	(1)	$	0.025		—

Equity compensation plans not approved by security holders		51,327,500		$	0.38		—

Total		66,327,500		$	0.030		—

(1)

Represents outstanding, vested and unvested shares of restricted stock options granted pursuant to our Amended and Restated 2010 Stock Option, Deferred Stock and Restricted Stock Plan.

Our Board of Directors 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. Options generally vest over ten years. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company and any such increase cannot be made until the fully-diluted shares of common stock outstanding exceeds 100,000,000 shares.

On November 29, 2012, the Company entered into a consulting agreement and in consideration of the consulting services, the Company agreed to grant the consultant a non-qualified option to purchase 2,100,000 shares of the Company’s common stock at the exercise price of $0.10 per share. The option shall become exercisable at the rate of 300,000 shares upon execution of the agreement and 150,000 shares every three months, commencing on the date of the agreement. These options were granted outside of our 2010 Stock Option Plan.

During 2014, the Company issued 5,978,000 stock options to various employees for services to be rendered. These options had exercise prices ranging from $0.10 - $0.40 per share and vest over a range of 2-3 years. These options were granted outside of our 2010 Stock Option Plan.

Recent Sales of Unregistered Securities

Common Stock

During the year ended December 31, 2014, stockholders’ equity consisted of the following transactions:

The issuance of 13,584,000 shares of the Company’s common stock along with 13,584,000 warrants exercisable at $0.25 per warrant for consideration of $3,396,000. The warrants fair value was determined to be $546,733.

The issuance of 62,500 shares of the Company’s common stock for $25,000 to one accredited investor.

The issuance of an aggregate 1,272,005 shares of the Company’s common stock with a value of $314,005 for consulting related services.

The issuance of an aggregate 226,966 shares of the Company’s common stock with a value of $47,444 for software development related services.

The issuance of 3,789,000 warrants for services, which will be valued as vesting takes place.

The issuance of 5,978,000 options to employees, with a total valuation of approximately $781,000.

Preferred Stock

The Company issued 2,000,000 shares of Series B preferred to our two sole officers and directors, Fred E. Tannous and Bill Glaser, with an assessed fair value of $2,000. Each Series B preferred stock share is entitled to the equivalent of 100 votes of common stock.

The sales of securities identified above were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and the rules promulgated there under. 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 6. SELECTED FINANCIAL DATA

We are not required to provide the information required by this Item because we are a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our financial statements for the years ended December 31, 2014 and 2013 and the related notes included therein.

Overview and Recent Developments

We are an emerging company located in Los Angeles, California. Following our transition to a new line of business resulting from the transactions described below, we are currently developing and marketing a location-based social networking and mobile advertising platform that helps connect people to people and businesses to consumers. 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 20, 2011, we changed our name to OverNear, Inc. and added the mobile platform portion of our business. On July 23, 2014, we changed our name from OverNear, Inc. to Rowl, Inc, to better reflect our new business, and operate with a focus on developing a location-based social networking and mobile advertising platform.

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. uKarma subsequently changed its name to Innolog Holdings Corporation.

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. There was no revenue during each of the years ended December 31, 2014 and 2013.

Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2014 and 2013, the Company had capitalized software development costs of $710,200, respectively, for the development of a location-based social networking mobile application. Amortization of capitalized software development costs began on September 4, 2014, when the product was released to customers. Amortization is computed using a straight-line method over the estimated useful life of 3 years.

During the years ended December 31, 2014, and 2013 the Company incurred research and development costs of $491,555 and $337,241, respectively.

Impairment of long-lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 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.

Stock Based Compensation: The Company accounts for stock options issued to employees under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

In accordance with the guidance, an asset acquired in exchange for issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company has accounted for certain issuances as other assets in the accompanying balance sheets.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

Results of Operations

Comparison of Years ended December 31, 2014 and December 31, 2013

Sales. We had no sales during the years 2014 and 2013.

Gross Profit. We had no gross profit during each of the years ended December 31, 2014 and 2013, as we had no sales and no related costs.

Selling, General and Administrative (SGA). During the year ended December 31, 2014, our SGA expenses were $3,953,824, while total SGA expenses during the year ended December 31, 2013 was $2,184,216 representing an increase of approximately $1,769,608 or 81%. The increase is primarily attributed to employee salaries increasing from approximately $437,000 in 2013 to $1,255,000 in 2014, an increase of approximately $818,000. Other increased costs include: marketing expenses of approximately $338,000, stock-based compensation from options of approximately $279,000, recruiting expenses of approximately $103,000, and amortization of software of approximately $79,000.

Research and development - During the years ended December 31, 2014 and 2013, our research and development expenses were $491,555 and $337,241, respectively. The increase of $154,314 or 46% is primarily related to increased costs of consultants for both cash consideration and warrants that certain consultants vested in based on the terms of their agreement.

Net Loss. We had a net loss of $4,337,574 during the year ended December 31, 2014 compared to a net loss of $2,519,263 in 2013. The net loss was higher primarily due to the increase in SGA costs as described above.

LIQUIDITY

Cash Flows

Comparison of December 31, 2014 and December 31, 2013

Net cash used in operating activities was $3,235,407 for the year ended December 31, 2014 while net cash used in operating activities was $1,883,910 for the year ended December 31, 2013. The increase in cash used in operating activities is primarily related to the increase in net loss for the year, net of an increase in stock-based compensation and warrants issued for services.

Net cash used in investing activities was $106,229 for the year ended December 31, 2014 while net cash used in investing activities was $190,342 for the year ended December 31, 2013. The decrease in cash used in investing activities is primarily due to software development costs no longer being capitalized in 2014, net of increased spending for furniture and equipment.

Net cash provided by financing activities was $3,421,000 for the year ended December 31, 2014 while net cash provided by financing activities was $2,096,625 for the year ended December 31, 2013. The increase in cash flow from financing activities is due to proceeds from the issuance of our securities in private placement offerings.

CAPITAL RESOURCES

As of December 31, 2014, we had positive working capital of $258,692. To satisfy current working capital needs, we raised $3,421,000 through private placements of our securities during 2014. 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 December 31, 2014, we had cash of $251,896. Subsequent to the year-end, we have raised an additional $295,000 through a private placement of common stock and 8% Convertible Promissory Notes.

On February 14, 2014, the Securities and Exchange Commission declared our registration statement on Form S-1 effective.

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 auditor's 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 social networking and mobile advertising service.

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 and betterment of our location-based mobile platform. 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 states that there is substantial doubt about our ability to continue as a going concern.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

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.

See Note 10 to the accompanying financial statements for employment and lease obligations

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements for the years ended December 31, 2014 and 2013 begin on the following page, starting with page F-1.

Rowl, Inc.

Index to Financial Statements

	Pages
Report of Independent Registered Public Accounting Firms	F-1

Balance Sheets as of December 31, 2014 and 2013	F-3

Statements of Operations for the Years Ended December 31, 2014 and 2013	F-4

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013	F-5

Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	F-6

Notes to the Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Rowl, Inc.

We have audited the accompanying balance sheet of Rowl, Inc., formerly Overnear, Inc., (the “Company”) as of December 31, 2014, and the related statements of operations, changes in equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred net losses and used cash in operating activities for the years ended December 31, 2014 and has an accumulated deficit of approximately $10,762,000 at December 31, 2014. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/ Hartley Moore Accountancy Corporation

Hartley Moore Accountancy Corporation

Irvine, California

April 15, 2015

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Rowl, Inc.

We have audited the accompanying balance sheet of Rowl, Inc., formerly OverNear, Inc. (the “Company”) as of December 31, 2013 and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, and the results of its operations and its cash flows for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Gumbiner Savett Inc.

Santa Monica, California

March 31, 2014

F-2

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

BALANCE SHEETS

	December 31,			December 31,
	2014			2013

ASSETS
Current Assets:
Cash	$	251,896		$	172,532
Other current assets		260,948			206,177
Total Current Assets		512,844			378,709

Furniture and equipment, net		88,471			22,564

Software development costs, net		631,289			710,200

Intangible assets		93,836			80,636
Other assets		293,293			28,516

Total Assets	$	1,619,733		$	1,220,625

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	70,519		$	173,963
Accrued expenses		183,633			106,585
Legal settlement payable		-			68,750
Total Current Liabilities		254,152			349,298

Total Liabilities		254,152			349,298

Commitments and contingencies

Stockholders' Equity
Common stock, $0.001 par value; 500,000,000 and 150,000,000 shares authorized; 80,125,728 and 64,980,257 shares issued and outstanding at December 31, 2014 and 2013, respectively		80,126			64,980
Series A preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 issued and outstanding at December 31, 2014 and 2013, respectively		3,210			3,210
Series B preferred stock, $0.001 par value; 50,000,000 shares authorized, 2,000,000 and zero issued and outstanding at December 31, 2014 and 2013, respectively		2,000			-
Paid-in capital		12,042,516			7,227,834
Accumulated deficit		(10,762,271	)		(6,424,697	)
Total Stockholders' Equity		1,365,581			871,327

Total Liabilities and Stockholders’ Equity	$	1,619,733		$	1,220,625

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

F-3

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

STATEMENTS OF OPERATIONS

	Year ended December 31,
	2014			2013

Sales	$	-		$	-

Cost of Sales		-			-
Gross Profit		-			-

Selling, General and Administrative Expenses		3,953,824			2,184,216
Research and Development		491,555			337,241

Operating Loss		(4,445,379	)		(2,521,457	)

Other Income (Expense):
Gain on Settlement and write-off of Accounts Payable		106,229			4,735
Interest Expense		(2,973	)		(1,741	)
Other		5,349			-
Other Income (Expense), Net		108,605			2,994

Loss before Income Taxes		(4,336,744	)		(2,518,463	)

Provision for Income Taxes		800			800

Net Loss	$	(4,337,574	)	$	(2,519,263	)

Loss Per Share-Basic and Diluted	$	(0.06	)	$	(0.04	)

Weighted average shares used in computing loss per share		76,449,844			58,906,234

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

F-4

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

STATEMENTS OF STOCKHOLDERS’ EQUITY

	Series A Preferred Stock				Series B Preferred Stock				Common stock				Paid-in			Stock Subscriptions			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			Equity
Balance at December 31, 2012		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		-		-		-		-		7,776,500		7,777		1,614,031			-			-			1,621,808
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		-		-		322,317			-			-			322,317
Proceeds from subscriptions receivable Series A convertible preferred stock		-		-		-		-		-		-		-			152,500			-			152,500
Issuance of common stock for consulting services		-		-		-		-		1,933,886		1,934		405,209			-			-			407,143
Fair value of warrants issued in connection with consulting services		-		-		-		-		-		-		68,142			-			-			68,142
Fair value of warrants issued in connection with software development		-		-		-		-		-		-		36,379			-			-			36,379
Issuance of common stock in connection with software development		-		-		-		-		638,463		638		133,270			-			-			133,908
Issuance of common stock in payment of settlement of accounts payable and retainer fee		-		-		-		-		898,200		898		185,838			-			-			186,736
Stock-based compensation		-		-		-		-		-		-		296,100			-			-			296,100
Net loss		-		-		-		-		-		-		-			-			(2,519,263	)		(2,519,263	)
Balance at December 31, 2013		3,210,000	$	3,210		-	$	-		64,980,257	$	64,980	$	7,227,834		$	-		$	(6,424,697	)	$	871,327
Private placement of common stock		-		-		-		-		13,646,500		13,647		2,860,620			-			-			2,874,267
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		-		-		546,733			-			-			546,733
Issuance of Series B preferred stock		-		-		2,000,000		2,000		-		-					-			-			2,000
Issuance of common stock for consulting services		-		-		-		-		1,262,005		1,262		310,653			-			-			311,915
Fair value of warrants issued in connection with consulting services		-		-		-		-		-		-		402,940			-			-			402,940
Issuance of common stock in connection with software development		-		-		-		-		226,966		227		47,217			-			-			47,444
Fair value of warrants issued in connection with software development		-		-		-		-		-		-		65,548			-			-			65,548
Issuance of common stock in connection with promotional contracts		-		-		-		-		10,000		10		2,080			-			-			2,090
Fair value of warrants issued in connection with promotional contracts		-		-		-		-		-		-		82,675			-			-			82,675
Stock-based compensation		-		-		-		-		-		-		574,955			-			-			574,955
Costs related to S-1 filing		-		-		-		-		-		-		(78,739	)		-			-			(78,739	)
Net loss		-		-		-		-		-		-		-			-			(4,337,574	)		(4,337,574	)
Balance at December 31, 2014		3,210,000	$	3,210		2,000,000	$	2,000		80,125,728	$	80,126	$	12,042,516		$	-		$	(10,762,271	)	$	1,365,581

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

F-5

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

STATEMENTS OF CASH FLOWS

	Year ended December 31,
	2014			2013
Cash Flow from Operating Activities:
Net loss	$	(4,337,574	)	$	(2,519,263	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		9,945			8,440
Amortization of software development costs		78,911			-
Gain on settlement of accounts payable		(106,229	)		(4,735	)
Issuance/vesting of stock warrants for services		207,545			81,882
Issuance/vesting of common stock for services		456,414			376,780
Stock-based compensation – stock options		574,955			296,100
Issuance of preferred stock for officer compensation		2,000			-
Change in operating assets and liabilities:
Other assets		(118,924	)		(92,058	)
Accounts payable		2,785			23,281
Accrued expenses		63,515			26,913
Legal settlement payable		(68,750	)		(81,250	)
Net Cash Used in Operating Activities		(3,235,407	)		(1,883,910	)

Cash Flow from Investing Activities:
Patent and trademark costs		(11,110	)		(31,078	)
Purchase of equipment		(75,852	)		(10,766	)
Software development in progress		-			(148,498	)
Deposits		(19,267	)		-
Net Cash Used in Investing Activities		(106,229	)		(190,342	)

Cash Flow from Financing Activities:
Proceeds from private placement of common stock and warrants, net of costs		3,421,000			1,944,125
Proceeds from private placement of Series A convertible preferred stock		-			152,500
Net Cash Provided by Financing Activities		3,421,000			2,096,625

Net Increase in Cash		79,364			22,373

Cash Balance at Beginning of Period		172,532			150,159
Cash Balance at End of Period	$	251,896		$	172,532
Supplemental Disclosures of cash flow information:
Interest Paid	$	2,973		$	1,742
Taxes Paid	$	-		$	2,400

Non-cash investing and financing activities:
Common shares issued for purchase of intangible asset	$	2,090		$	59,475
Fair value of warrants issued with private placements	$	546,733		$	322,317
Reclassification of other current assets to paid-in capital	$	80,529		$	-
Estimated fair value of warrants issued as prepaid expense	$	402,940		$	19,501
Estimated fair value of common stock issued as prepaid	$	65,500		$	104,796
Fair value of common stock issued in payment of settlement of accounts payable and retainer fee	$	-		$	186,736
Fair value of warrants issued for software development	$	-		$	3,138

The accompanying notes are an integral part of these financial statements

F-6

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Rowl, Inc. formerly Overnear, Inc. (“the Company”) was incorporated on July 22, 2010 in the State of Nevada as Awesome Living, Inc. On July 31, 2014 and June 20, 2011, the name of the corporation was changed to Rowl, Inc. and OverNear, Inc., respectively. The Company’s headquarters are located in Santa Monica, California. The Company is developing a location-based social networking and mobile advertising platform, which was released for use by the general public in September 2014. The financial statements of Rowl, Inc. (which may be referred to as "Rowl," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company operates in a rapidly changing technological and digital entertainment market and its activities are subject to significant risks and uncertainties, including failing to secure additional funding to further exploit the Company’s current technology.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. Significant estimates include, but are not limited to, recoverability of software development costs and long-lived assets, the valuation allowance related to deferred tax assets and the fair value of stock options, warrants and shares issued for non-cash consideration. It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1

- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2

- Include other inputs that are directly or indirectly observable in the marketplace.

Level 3

- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, other assets, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

F-7

Net Loss Per Share: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. There were 45,749,500 and 28,886,500 warrants excluded and 23,078,000 and 17,100,000 stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2014 and 2013, respectively, because they were anti-dilutive.

Risks and Uncertainties: The Company has a limited operating history and has not generated revenue to date. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, and could have a material adverse effect on the Company's financial condition and the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company's industry is characterized by rapid changes in technology and market demands. As a result, the Company's products, services, and/or expertise may become obsolete and/or unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources.

Cash and Cash Equivalents: For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

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 and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2014 and 2013, the Company had capitalized software development costs of $710,200, respectively, for the development of a location-based social networking mobile application. During the years ended December 31, 2014 and 2013 the Company incurred research and development costs of $497,653 and $337,241, respectively.

Impairment of Long-Lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of long-lived assets in the future.

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.

F-8

Income Taxes: The Company applies ASC 740 “Income Taxes” (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2014 and 2013, the Company has established a full reserve against all deferred tax assets.

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

Concentration of Credit Risk: The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits.

Equity Instruments Issued with Registration Rights Agreement: The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable.

In connection with the Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock. Such Series A Preferred Stock were convertible into 3,210,000 shares of common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014. At December 31, 2014 and December 31, 2013, the Company had accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred stock.

Reclassifications: Certain items in the prior financial statements have been reclassified to conform to the current year presentation.

F-9

Recent Accounting Pronouncements: In May 2014, the FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this new guidance on the Company's financial statements.

In June 2014, the FASB issued guidance related to financial statement presentation for development stage enterprises. The standard removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The standard is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early adoption permitted. As a result, the Company adopted this standard as of June 30, 2014 and eliminated since inception information from our financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Company’s financial statements.

The Financial Accounting Standards Board issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

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 deplete working capital.

Management of the Company is actively seeking financing to continue the development of its location-based mobile platform and market its product and service as well as look for synergistic partners that can add value to the Company. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing arrangements and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The report from the Company’s independent registered public accounting firm states that there is substantial doubt about the Company’s ability to continue as a going concern. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

NOTE 4 – OTHER CURRENT ASSETS

Other current assets consisted of the following:

	December 31,
	2014		2013

Consulting and professional fees	$	209,305	$	124,296
Prepaid offering costs		-		77,676
Employee advances		51,643		-
Other		-		4,205
Total other current assets	$	260,948	$	206,177

F-10

NOTE 5 – FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS

Furniture and equipment consisted of the following:

	December 31,
	2014			2013

Furniture and equipment	$	119,097		$	43,245
Accumulated depreciation		(30,626	)		(20,681	)
Furniture and equipment, net	$	88,471		$	22,564

Depreciation expense for the years ended December 31, 2014 and 2013 was $9,945 and $8,440 respectively.

The Company released its mobile application on September 4, 2014 which prior to that date was in development. Upon the date of release to customers, the Company had capitalized $710,200 in costs. The software is being amortized over its estimated useful life of 3 years.

Software development costs consisted of the following:

	December 31,
	2014			2013

Software development costs	$	710,200		$	710,200
Accumulated amortization		(78,911	)		-
Software development costs, net	$	631,289		$	710,200

Amortization expense for the years ended December 31, 2014 and 2013 was $78,911 and $0 respectively.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2014		2013

Accrued salaries and related expenses	$	110,093	$	25,710
Accrued professional fees		-		33,875
Sublease deposit		13,553		-
Registration rights penalty		47,000		47,000
Other		12,987		-
Total Accrued Expenses	$	183,633	$	106,585

NOTE 7 – SETTLEMENT PAYABLE

In November 2011, the Company settled a legal dispute for the total amount of $275,000, of which $50,000 was paid on December 15, 2011 with the remainder payable in monthly installments of $6,250 through December 7, 2014. At December 31, 2014 and 2013, the settlement payable amounted to $0 and $68,750, respectively.

F-11

NOTE 8 – PROVISION FOR INCOME TAXES

Income taxes (benefit) consisted of the following:

	Year Ended December 31,
	2014			2013
Current:
Federal	$	-		$	-
State		800			800
Deferred:
Federal		(3,254,000	)		(706,000	)
State		(558,000	)		(201,000	)

		(3,812,000	)		(907,000	)
Valuation allowance		3,812,000			907,000

	$	800		$	800

Income taxes are disproportionate to income due to net operating loss carryforwards, which are fully reserved. As of the balance sheet date, the Company has federal and state net operating loss carryforwards of approximately $8.8 million each, which will begin to expire in 2031 and 2033, respectively. The tax benefit of such net operating losses is recorded as an asset to the extent management assesses the utilization of such net operating losses to be more likely than not. Based upon the Company’s short term historical operating performance, the Company has established a valuation allowance for any income tax benefit recorded for its net operating loss carryforwards.

The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2014 and 2013:

	Year Ended December 31,
	2014			2013
Current deferred income tax assets:
Other	$	69,000		$	3,000

Non-current deferred income tax assets and liabilities:
Net operating loss carryforwards		3,514,000			2,370,000
Stock based compensation		229,000			54,000
Other		-			9,000
Accumulated depreciation of furniture and equipment		-			(286,000	)
Less valuation allowance		(3,812,000	)		(2,150,000	)

Net non-current deferred tax assets	$	-		$	-

The Company has applied the provision of FASB ASC 740, “Income Tax” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition of the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. At December 31, 2014 and 2013, the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2014 and 2013, the Company has no accrued interest and penalties related to uncertain tax positions.

The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is no longer subject to U.S. Federal, state and local income tax examinations by tax authorities for years before 2011. The Company currently is not under examination by any tax authority.

F-12

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	0.01
Stock based compensation	5.21
Other	0.23
Valuation reserve for income taxes	28.57
	0.02	%

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 500,000,000 shares of its $0.001 par value common stock.

During the year ended December 31, 2014 and 2013, the Company issued 1,272,005 and 1,933,886 shares of the Company’s common stock for consulting services, with a value of $314,005 and $407,143, respectively, based on the fair market value of the Company’s common stock on the date of grant.

During the year ended December 31, 2014 and 2013, the Company issued 226,996 and 638,463 shares of the Company’s common stock for software development services, with a value of $47,444 and $133,908, respectively, based on the fair market value of the Company’s common stock on the date of grant

During the year ended December 31, 2014 and 2013, the Company issued 0 and 898,200 shares of the Company’s common stock with a value of $0 and $186,736, respectively, for the settlement of accounts payable. In connection with the issuance of stock in 2013, a gain on settlement was recorded in the statement of operations for $4,735.

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.

The first series consists of 3,210,000 shares and is designated as series A convertible preferred stock (“Series A Preferred Stock”). The holders of Series A Preferred Stock are entitled to receive, if, when and as declared by the Board, dividends at an annual rate of 8% of the original purchase price of Series A Preferred Stock. No dividends were declared for the years ended December 31 2014 and 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 August and October 2013, the Company obtained the consent of approximately 69% of its preferred shareholders to adopt, approve and ratify the Amended and Restated Certificate of Designations of the Company’s Series A Convertible Preferred Stock. The amendment, which was filed with the state of Nevada on October 4, 2013, provides that the Company shall have the right to convert the Series A Convertible Preferred Stock into shares of the Company’s common stock in its sole discretion at any time, at which time, such Series A Convertible Preferred Stock shall automatically and without any required action by any holder, be converted into 103% of fully paid, non-assessable shares of common stock. As of the date when these financial statements were available to be issued, no preferred shares had been converted to common stock.

F-13

On March 26, 2014 the Company designated 2,000,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred Stock”). Each share of Series B Preferred Stock is entitled to the equivalent of one hundred (100) votes of Common Stock. The holders of Series B Preferred Stock are not entitled to dividends and do not receive liquidation preferences or conversion privileges.

On March 26, 2014, the Company issued to its officers 2,000,000 shares of preferred stock designated as series B Preferred Stock. The fair value of the Series B Preferred Stock on the date of issuance was determined to be $2,000 and was recorded as officers’ compensation.

During the year ended December 31, 2012, the Company issued 26.75 units of Series A Preferred Stock at $30,000 per unit. Each unit consists of (1) 120,000 shares of Series A Preferred Stock, and (2) warrants to purchase 120,000 shares of Company’s common stock at an exercise price of $0.50 with immediate vesting and 5 years to exercise. Total consideration from issuance of units amounted to $802,500, of which $152,500 was received in January 2013. The Company issued warrants to purchase 3,210,000 shares of the Company’s common stock in conjunction with the sale of units and the fair value of the warrants was determined to be $135,141.

In connection with the Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock. Such Series A Preferred Stock were convertible into 3,210,000 shares of common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date has already passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014. At December 31, 2014 and 2013, the Company accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred Stock.

Private Placements

In 2014, the Company raised $3,396,000 under a private placement which consisted of a unit made up of one (1) share of common stock and one (1) warrant with a term of five years and an exercise price of $0.50. Each unit was sold for $0.25. Accordingly, the Company issued 13,584,000 shares of common stock and a like amount of warrants. The warrants were valued at $546,733 using the Black-Scholes pricing model using the following range of inputs:

Risk-free interest rate	0.49 0.73	%
Expected dividend yield	0	%
Expected lives	2.5 years
Expected volatility	70	%

In the third quarter of 2014, the Company opened a new private placement for the sale of common stock at $0.40 per share. The Company sold 62,500 shares of the Company’s common stock for $25,000.

During the year ended December 31, 2013, the Company raised $1,944,125 in a private placement for the issuance of units consisting of shares of common stock and warrants to purchase common stock. Each unit was sold for $0.25. Accordingly, the Company issued 7,776,500 shares of common stock and a like amount of warrants that vested immediately, had a term of five years, and an exercise price of $0.50. The warrants were valued at $322,317 using the Black-Scholes option pricing model.

Stock Options

During 2010, the Board of Directors approved and adopted the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. 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.

F-14

During 2014, the Company granted 5,978,000 options to various employees. Each option had a life of five years, had exercise prices ranging from $0.10 to $0.40 and had vesting dates ranging from 2 to 3 years. The Company valued the options using the Black-Scholes pricing model on the date of grant using the following range of inputs.

	For the year ended December 31, 2014
Risk-free interest rate		0.11 – 0.14	%
Expected dividend yield		0	%
Expected lives		3.5 - 5 years
Expected volatility		70-100	%

The total value of the options was issued during 2014 was $780,877 which will be recognized over the next three years as they vest.

The Company did not grant any stock options during the year ended December 31, 2013.

The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the Company's employee stock options.

The expected term of employee stock options is calculated using the simplified method which takes into consideration the contractual and vesting terms of the options.

The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public company's common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility.

The dividend yield assumption for options granted is based on the Company's history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future

A summary of the Company’s stock options activity and related information is as follows:

				Weighted Average		Weighted Average Remaining Contractual
	Options			Price		Term		Exercisable
Outstanding at December 31, 2012		17,100,000		$	0.034		7.33		7,800,000
Granted		-			-		-
Exercised		-			-		-		-
Expired/Cancelled		-			-		-		-
Outstanding at December 31, 2013		17,100,000		$	0.034		6.33		11,400,000

Granted		5,978,000			0.18		5.00
Exercised		-			-		-		-
Expired/Cancelled		(2,500,000	)		0.10		4.65
Outstanding at December 31, 2014		20,578,000		$	0.05		4.96		16,537,000

F-15

As of December 31, 2014, there was $378,010 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 the next 2.75 years as follows: 2015 - $322,808, 2016 - $51,758, 2017 - $3,444

Subsequent to December 31, 2014, 450,000 options were forfeited, reducing future unrecognized compensation cost by approximately $61,000.

The following table sets forth additional information about stock options outstanding at December 31, 2014:

Weighted

Average

Weighted

Range of

Remaining

Average

Exercise

Options

Contractual

Exercise

Options

Prices

Outstanding

Life

Price

Exercisable

$ 0.025 - 0.40

20,578,000

5.13

0.04

16,537,000

The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended December 31, 2014 and the exercise price, multiplied by the number of in-the-money options) is approximately $7,192,500. This amount changes based on the fair market value of the Company’s common stock.

During the years ended December 31, 2014 and 2013, stock based compensation from stock option included in selling general and administrative was $574,955 and $296,100, respectively. There was no stock option expense included in research and development costs.

Warrants

During the year ended December 31, 2013, the Company issued stock purchase warrants to investors in private placements for the right to purchase 7,776,500 shares of the Company’s common stock at $0.50 per share. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $322,317 using the Black-Scholes option pricing model. See above for related private placement information and valuation of warrants issued in connection therewith.

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 a five (5) year term 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. During the fourth quarter of 2014, the agreement was terminated and 175,000 warrants were forfeited. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model.

On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 800,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 100,000 shares on July 31, 2013, (b) 100,000 shares on October 31, 2013, and (c) 60,000 shares at the end of every three months starting on January 31, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 300,000 unvested warrants were forfeited.

On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 125,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 62,500 unvested warrants were forfeted.

F-16

On July 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 60,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 10,000 shares on December 31, 2013, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 35,000 unvested warrants were forfeited.

On August 28, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 300,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vested immediately. The warrants were valued at $23,400 using the Black-Scholes option pricing model.

On August 13, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 25,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests 6,250 shares at the end of every three months starting December 1, 2013. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs.

On February 1, 2014, the Company entered into a software development agreement pursuant to which it granted a warrant to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant has a five (5) year term and vests over three (3) years as follows (a) 20,000 shares after 6 months (b) remaining at the rate of 10,500 shares at the end of every three months, thereafter. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. The agreement was terminated in the third quarter of 2014 and accordingly, 105,000 unvested warrants were forfeited.

On July 22, 2014, the Company entered into a consulting agreement pursuant to which it granted warrants to purchase 2,664,000 shares of the Company’s common stock at an exercise price of $0.25. The warrants vested immediately and have a term of 10 years. The fair value of the warrants using the Black-Scholes model was determined to be $402,940 using the below range of inputs. The value of the agreement will be amortized to expense over the three-year term of the agreement. As of December 31, 2014 $59,322 was amortized to selling, general and administrative expense and $134,313 and $209,305 remained unamortized in other current assets and other assets, respectively in the accompanying balance sheets based on the short and long-term portion of the remaining amount.

On August 22, 2014, the Company entered into a marketing agreement pursuant to which it granted a warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant has a term of 10 years and vests over 2 years, beginning in October 2014, as follows: (a) 250,000 upon execution of the agreement (b) remaining at the rate of 125,000 shares at the end of every four months, thereafter. The warrants are valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs.

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

	For the year ended			For the year ended
	December 31, 2014			December 31, 2013
Risk-free interest rate		0.46 - 1.89	%		0.29 - 0.84	%
Expected dividend yield		0	%		0	%
Expected lives		1.75 – 6.0years			2.5 - 3.5 years
Expected volatility		70-100	%		70	%

F-17

A summary of the Company’s warrant activity and related information is as follows:

				Weighted Average
	Warrants			Price
Outstanding at December 31, 2012		19,605,000		$	0.36
Granted		9,436,500			0.46
Exercised		-			-
Expired/Cancelled		(175,000	)		0.25
Outstanding at December 31, 2013		28,866,500		$	0.39

Granted		17,373,000			0.45
Exercised		-			-
Expired/Cancelled		(490,000	)		0.25
Outstanding at December 31, 2014		45,749,500		$	0.41

As of December 31, 2014 and 2013, 44,564,500 and 27,822,750 warrants were vested.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Employment Agreement

On August 3, 2010, the Company entered into a 5-year (“Term”) agreement with Bill Glaser for his services as Chief Executive Officer. The agreement was amended on March 15, 2011 to change his title from Chief Executive Officer to President and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Glaser’s annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. In January 2014, the salary increased to $250,000 as the Company raised an aggregate of $5 million in equity financings. His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 2,500,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 500,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant.

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

F-18

On September 13, 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Tannous is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Tannous’ annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. In January 2014, the salary increased to $250,000 as the company raised an aggregate of $5 million in equity financings.

Mr. Tannous was issued shares of Rowl’s common stock valued at $50,000, as a signing bonus. His agreement also provides for options to purchase 10,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 5,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. For accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011, the fair value of the shares was determined to be $100,000.

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

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

2015	$	500,000
2016		104,000
	$	604,000

Lease Commitment

The Company leased two facilities in Santa Monica, California in 2014. The first facility is for two years, with monthly payments ranging from $4,386 to $4,517 which expires in May 2015. The Company has subleased this facility to a third party with lease payments equaling those that are owed by the Company. The second lease is a three (3) year three (3) month lease expiring in November 2017 and includes payments ranging from $10,345 to $11,305. The Company is required to pay additional amount for operating expenses under both these leases.

The following table summarizes the Company's future minimum commitment under lease agreement as of December 31, 2014, exclusive of sublease payments:

For the year ended December 31,	Minimum Commitment		Sublease Income			Net Minimum Commitment
2015	$	143,000	$	(18,000	)	$	125,000
2016		129,000		-			129,000
2017		122,000		-			122,000
Total	$	394,000	$	(18,000	)	$	376,000

Subsequent to year end, the Company entered into two new short-term leases and sub-leased its second facility in Santa Monica. See Note 12 for additional information. The effects of such are not included in the table above as they were signed subsequent to year end.

F-19

NOTE 11 – VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT

The Company has entered into arrangements with various professional service providers for amounts less than the liability recorded in accounts payable and/or contested invoices where the Company believed they were erroneously or incorrectly billed and a favorable outcome is probable. As a result of these transactions, the Company recorded gain on settlement and forgiveness of debt of $106,229 and $4,735 for the years ended December 31, 2014 and 2013, respectively.

We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company, threatened against or affecting our Company, our common stock, or of our Company’s officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect.

NOTE 12 – SUBSEQUENT EVENTS

On January 8, 2015 the Company issued 200,000 shares of the Company’s common stock to an individual for consulting services. The Company will value the stock based on the fair market value on the date of issuance.

On March 1, 2015, the Company entered into a lease agreement for office space in Palos Verdes Estates, CA. The lease agreement is for one (1) year at $500 per month.

On March 2, 2015, the Company entered into a sublease agreement with a third party for its space at 501 Santa Monica Blvd # 601, Santa Monica, CA. The sublease agreement required a $25,000 deposit with the new tenant assuming all amounts due under the original lease until the termination of such lease. In connection therewith, the Company sold certain of its furniture and fixtures to the third party with a net book value of approximately $44,000 for $25,000. The Company expects to recognized a loss on the sale of these assets in the first quarter of 2015.

On March 13, 2015, the Company entered into a lease agreement for office space at 9595 Wilshire Blvd, Suite 900 Beverly Hills, CA 90212. The lease agreement is for one (1) year at $1,817 per month.

On March 2015, the Company entered into a convertible debt agreements totaling $250,000 with various individuals. The convertible debt incurs interest at a rate of 8% per annum, is due one year from the date of issuance, and is convertible into shares of the Company’s common stock at $0.25 per share.

During the first quarter of 2015 through April 15, 2015, the Company executed the following common stock transactions:

●

The sale of 112,500 shares of the Company’s common stock under a private placement at $0.40 per share for total proceeds of $45,000 to two investors.

In April 3, 2015, the company canceled advances of approximately $60,000 to one of its employees. Accordingly, the Company will record a loss of an equal amount in the second quarter of 2015.

On April 10, 2015 the Company invited Michael Portera and C. Edward Carter to join the Company's board of directors. Michael Portera is currently the Company's Director of Business Development. C. Edward Carter has, from time-to-time provided consulting and advisory services to the Company with respect to certain activities and specific projects.

F-20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On June 25, 2014, the Board of Directors of Rowl, Inc. dismissed its independent registered public accounting firm, Gumbiner Savett Inc. (“Gumbiner”).

The reports of Gumbiner on the financial statements of the Company as of December 31, 2013 and 2012, and the related statements of operations, comprehensive loss, changes in stockholders’ deficiency, and cash flows for the two years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern.

The decision to change independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.

During the Company’s two most recent years ended December 31, 2013 and 2012 and any subsequent interim periods through June 25, 2014, the date of dismissal, (a) there were no disagreements with Gumbiner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Gumbiner, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

On June 23, 2014, the Board of Directors of the Company engaged Hartley Moore Accountancy Corporation (“Hartley Moore”) as its new independent registered public accounting firm. During the two most recent years ended December 31, 2013 and 2012 and any subsequent interim periods through June 23, 2014, the date of engagement of Hartley Moore, neither the Company, nor someone on its behalf, has consulted Hartley Moore regarding:

the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

There have been no disagreements with our auditor regarding accounting and financial disclosure.

ITEM 9A. 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 December 31, 2014, 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:

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 year ended December 31, 2014 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.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Our management assessed the effectiveness of our internal control over financial reporting based on criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that as of December 31, 2014, our internal control over financial reporting was not effective due to the material weaknesses described above under “Disclosure Controls and Procedures.”

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or Rule15d-15(d) promulgated under the Exchange Act that occurred during the fourth quarter of the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Our Management

Set forth below is a summary of our executive officers’ and directors’ business experience for the past 5 years. The experience and background of each of the directors, as summarized below, were significant factors in their previously being nominated as directors of the Company.

Name	Age	Position	Since
Fred E. Tannous	48	Co-Chairman of the Board, Chief Executive Officer, Chief Financial Officer	September 13, 2010
Bill Glaser	48	Co-Chairman of the Board, President	July 22, 2010

Fred E. Tannous. 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 valued 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. Mr. Tannous has been instrumental in helping with the development of our social networking and advertising services. This, along with his past experience in developing and launching businesses and as an executive officer of public companies led us to the conclusion that he should serve as a director of our company.

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.

Bill Glaser. 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 from 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 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. Like Mr. Tannous, Mr. Glaser has been instrumental in helping with the development of our social networking and advertisings services. This, along with his past experience as an executive officer of public companies led us to the conclusion that he should serve as a director of our company.

Material Changes to the Procedures by which Security Holders may Recommend Nominees to the Board

There have been no material changes to the procedures by which our security holders may recommend nominees to the Board of Directors.

Code of Ethics

We have adopted a formal code of ethics statement for senior officers and directors (the “Code of Ethics”) that is designed to deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the Securities and Exchange Commission and others. A form of the Code of Ethics has been filed as an exhibit to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 15, 2011 and is incorporated herein by reference. Requests for copies of the Code of Ethics should be sent in writing to Rowl, Inc. Attn: Human Resources, 501 Santa Monica Boulevard, Suite 601, Santa Monica, California 90401.

Family Relationships

There are no family relationships among our directors and executive officers.

Involvement in Certain Legal Proceedings

During the past ten years, no present director or executive officer of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Insider Participation in Meetings of Directors

All matters to be acted upon where potential conflicts exist between our executive officers and the Company (for example, the terms of employment agreements, option grants, bonus awards, etc.) are discussed and approved by the directors, none of whom are independent.

Audit Committee; Audit Committee Financial Expert

Our Board of Directors does not have an audit committee. The Board has determined that Fred Tannous is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Mr. Tannous is not independent, as independence for audit committee members is defined in any listing standard.

ITEM 11. EXECUTIVE COMPENSATION.

The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2014 and 2013 by our Chief Executive Officer (principal executive officer) our Chief Financial Officer (principal financial officer), and our President, the only executive officers of the Company who served these positions during 2014 and 2013.

Name and Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)(1)		Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Fred Tannous,	2014	$	246,385		—		—	$	-		—		—	$	30,092	(2)	$	276,477
CEO and CFO, Co-Chairman of the Board	2013	$	190,000		—		—	$	100,000-		—		—	$	38,708	(3)	$	328,708

Bill Glaser,	2014	$	246,385		—		—	$	-		—		—	$	30,092	(2)	$	276,477
President, Co-Chairman of the Board	2013	$	190,000		—		—	$	110,000		—		—	$	38,708	(3)	$	338,708

(1)

The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of these options can be found in Note 2 to our financial statements included herein.

(2)

Includes auto allowance expenses in the amount of $750 for a period of twelve months plus reimbursement for health insurance expenses in the amount of $700 for a period of twelve months, and accrued vacation paid in the amount of $12,692.

(3)

Grants of Plan-Based Awards

There were no plan-based awards granted during the 2014 year to any named executive officer.

Employment Agreements

Fred E. Tannous

On September 13, 2010, we entered into an agreement with Fred E. Tannous for his services as Chief Financial Officer. On March 15, 2011, we amended this agreement in connection with his appointment as Chief Executive Officer in addition to his role as our CFO. This amendment changed the end of his employment term to March 15, 2016. On August 8, 2011, we amended the provisions regarding any increases in Mr. Tannous’ annual salary.

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) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $10,000,000 in cumulative gross revenues.

The signing bonus Mr. Tannous received in 2010 consisted of shares of our common stock valued at $50,000. Mr. Tannous’ employment agreement also entitled him to receive a bonus of 5% of our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. The agreement also calls for 10-year options to purchase 10,000,000 shares of common stock under our 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 and the remainder of which will become exercisable at the rate of 1,000,000 shares at the end of each subsequent six month period.

As an inducement for accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011.

In the event of a change of control of the Company prior to the one month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the term of the agreement and (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 by the number of options held by Mr. Tannous.

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 of the agreement and (ii) one 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 years from the grant date.

Bill Glaser

On August 3, 2010, we entered into an employment agreement with Bill Glaser for his services as Chief Executive Officer. On March 15, 2011, we amended his agreement in connection with his appointment as President following the appointment of Mr. Tannous as our Chief Executive Officer. This amendment changed the end of his employment term to March 15, 2016.

On August 8, 2011, we amended the provisions regarding any increases in Mr. Glaser’s 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) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $10,000,000 in cumulative gross revenues.

Mr. Glaser was entitled to receive a bonus of 5% of our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. The agreement also calls for 10-year options to purchase 5,000,000 shares of common stock under the Plan at an exercise price of $0.025 per share, of which 500,000 shares became exercisable on December 31, 2010 with the remainder to become exercisable at the rate of 500,000 shares at the end of each subsequent six month period.

In the event of a change of control of the Company prior to the one 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 of the agreement and (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 by 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 of the agreement and (ii) one 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 years from the grant date.

Outstanding Equity Awards as of December 31, 2014

OPTION AWARDS

STOCK AWARDS

Name

Number of
securities
underlying
unexercised
options (#)
Exercisable

Number of
securities
underlying
unexercised
options (#)
Unexercisable

Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)

Option
exercise
price ($)

Option
expiration
date

Number
of shares or
units of stock
that have
not vested (#)

Market
value
of shares
or
units
of stock
that have
not vested
($)

Equity incentive
plan awards:
number of
unearned
shares, units
or other rights
that have not
vested (#)

Equity incentive
plan awards:
Market or payout
value of
unearned
shares, units or
other rights
that have not
vested (#)

Fred E. Tannous

9,000,000

1,000,000

0.025

9/12/2020

─

Bill Glaser

4,500,000

500,000

0.025

8/3/2020

─

Director Compensation

Our directors do not receive compensation for their services as directors.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Authorized for Issuance under Equity Compensation Plans

Please see the section titled “Securities Authorized for Issuance under Equity Compensation Plans” under Item 5 above.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of our common stock that are currently held by our directors and executive officers and each person who owns beneficially more than 5% of our outstanding common stock based on 80,521,713 shares of common stock outstanding on April 15, 2015.

Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants, or other purchase rights. Shares of common stock subject to options, warrants, or other rights to purchase that are currently exercisable or are exercisable within 60 days (including shares subject to restrictions that lapse within 60 days) are deemed outstanding for purposes of computing the percentage ownership of the person holding such shares, options, warrants or other rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned.

	Number of Shares				Percent of Class:			Amount and Nature of Beneficial Ownership of Preferred		Percent of Preferred
Name of Shareholder		Common			Common			Stock		Stock
Directors and Named Executive Officers:
Fred E. Tannous			21,456,823	(1)		15.1	%		1,000,000		19.6	%
Bill Glaser			18,767,132	(2)		13.2	%		1,000,000		19.6.	%
Directors and executive officers as a group (2 persons)			38,001,732			28.3	%		2,000,000		39.2	%

Series A Preferred Shareholders			—			—			3,210,000		61.8	%

5% Shareholders
Gene Reed			19,464,000	(3)		13.7	%		—		—	%

(1)

Includes 9,000,000 shares which can be acquired upon exercise of vested options within 60 days.

(2)

Includes 4,500,000 shares which can be acquired upon exercise of vested options within 60 days.

(3)

Includes 11,464,000 shares which can be acquired upon exercise of vested warrants within 60 days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

None.

Director Independence

Our Board of Directors has determined that it currently has no members who qualify as “independent” as the term is defined by Nasdaq’s Marketplace Rule 5605(a)(2).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Gumbiner Savett Inc. served as our independent registered public accounting firm for our year ended December 31, 2013. For the year ended December 31, 2014 Hartley Moore Accountancy Corporation served as our independent registered public accounting firm. The following table shows the fees that were billed for audit and other services provided by this firm during the 2014 and 2013 years:

	Year Ended December 31,
	2014		2013
Audit Fees (1)	$	50,653	$	88,300
Audit-Related Fees (2)		—		—
Tax Fees (3)		—		3,000
All Other Fees (4)		—		—
Total	$	50,653	$	91,300

(1)

Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with statutory and regulatory filings or the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2)

Audit-Related Fees – This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC.

(3)

Tax Fees – This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice

(4)

All Other Fees – This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures of the Audit Committee

As we do not have an Audit Committee, the entire Board of Directors approves the engagement of our independent auditors and is also required to pre-approve all audit and non-audit expenses. In the year ended December 31, 2014 and 2013, all of our Audit-Related Fees, Tax Fees, and All Other Fees, respectively, were pre-approved by the Board.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements; Schedules

Our financial statements for the years ended December 31, 2014 and 2013 begin on page F-1 of this annual report. We are not required to file any financial statement schedules.

Exhibit Table

Exh. No.		Exhibit Description

2.1		Contribution Agreement between uKarma and Awesome Living (1)

3.1		Articles of Incorporation (3)

3.2		Bylaws of Awesome Living (1)

3.3		Articles of Merger between GCC Merger Sub Corporation and Innolog Group Corporation (8)

4.1		Certificate of Designation of Preference, Rights and Limitations of Series A Preferred Stock (5)

4.2		Form of Warrant issued in Series A Preferred Stock Offering (5)

4.3		Form of Warrant to Purchase Common Stock issued to Placement Agent in Series A Preferred Stock Offering (5)

4.4		Form of Warrant to Purchase Preferred Stock issued to Placement Agent in Series A Preferred Stock Offering (5)

4.5		Amended and Restated Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Stock (7)

4.6		Form of 2013 Warrant (10)

4.7		Form of PA Common Stock Warrant (10)

4.8		Certificate of Designation of Preference, Rights and Limitations of Series B Preferred Stock

4.9		Certificate of Designation of Preference, Rights and Limitations of Series B Preferred Stock as amended *

10.1		Employment Agreement between Bill Glaser and Awesome Living, dated August 3, 2010 (1)+

10.2		Employment Agreement between Fred E. Tannous and Awesome Living, dated September 13, 2010 (1)+

10.3		Consulting Agreement between Fred E. Tannous and Awesome Living, dated August 16, 2010 (1)+

10.4		Amended and Restated Merger Agreement between Galen Capital Corporation, Innolog Holdings Corporation, uKarma Corporation, and CGG Merger Sub Corporation, dated August 11, 2010 (2)

10.5		Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011 (3)+

10.6		Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011 (3)+

10.7		Master Service Agreement between Square One Solutions, Inc. and OverNear, Inc., dated July 15, 2011 (3)

10.8		Advisory Board Agreement between OverNear, Inc. and Chad Hahn, dated July 15, 2011 (3)

10.9		Amendment #2 to Employment Agreement with Fred E. Tannous, dated August 8, 2011 (4)+

10.10		Amendment #2 to Employment Agreement with Bill Glaser, dated August 8, 2011 (4)+

10.11		Form of Subscription Agreement in connection with Series A Preferred Stock and Warrant Offering (5)

10.12		Amendment #3 to Employment Agreement with Bill Glaser, dated August 19, 2013 (8)

10.13		Amendment #3 to Employment Agreement with Fred E. Tannous, dated August 19, 2013 (8)

10.14		Consulting Agreement between the Company and the Consultant, dated April 15, 2013 (9)

10.15		Advisory Board Agreement between the Company and the Advisor, dated April 11, 2013 (9)

10.16		Form of Subscription Agreement (9)

14.1		Code of Business Conduct and Ethics (6)

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

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

Exh. No.		Exhibit Description

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this report shall be deemed “furnished” and not “filed.”

+Denotes a contract with management.

(1)

Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.

(2)

Filed on November 9, 2010 as an exhibit to Amendment No. 1 to our Registration Statement on Form 10, and incorporated herein by reference.

(3)

Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.

(4)

Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.

(5)

Filed on December 5, 2012 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(6) Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.

(7)

Filed on November 4, 2013 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(8)

Filed on August 27, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.

(9)

Filed on May 20, 2013 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.

(10)

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

SIGNATURES

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

	ROWL, INC.

Date: April 15, 2015	/s/ Fred E. Tannous
	Fred E. Tannous, Chief Executive Officer and Chief Financial Officer

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

NAME	TITLE	DATE

/s/ Fred E. Tannous	Chief Executive Officer, Chief Financial Officer,	April 15, 2015

Fred E. Tannous	Principal Accounting Officer and Co-Chairman of the Board

/s/ Bill Glaser	President and Co-Chairman of the Board	April 15, 2015
Bill Glaser

Rowl, Inc. - FORM 10-K - April 15, 2015

Attached files

Rowl, Inc. Reports