Item 4.01 Changes in Company's Certifying Accountant.
(1) Previous Independent Registered Public Accounting Firm
June 25, 2014, OverNear, Inc.(the "Company") dismissed its independent registered public accounting firm, Gumbiner Savett Inc.("Gumbiner"). (ii) The reports of Gumbiner on the financial statements of the Company as of December 31, 2013and 2012, and the related statements of operations, comprehensive loss, changes in stockholders' deficiency, and cash flows for the two years then ended December 31, 2013and 2012 and for the period from July 22, 2010(inception) to December 31, 2013did 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. (iii) The decision to change independent registered public accounting firm was recommended and approved by the Board of Directors of the Company. (iv) During the Company's two most recent fiscal years ended December 31, 2013and 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. (v) On June 25, 2014the Company provided Gumbiner with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commissionstating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(2) New Independent Registered Public Accounting Firm
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 fiscal years ended December 31, 2013and 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: (i) either: 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 (ii) 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. 2
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: None
(b) Pro-Forma Financial Statements: None
(c) Exhibits: Exhibit No. Description
16.1 Letter from
Gumbiner Savett Inc.addressed to the U.S. Securitiesand Exchange Commission3