Edgar Filing: MIMVI, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2012

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

For the transition period from _______________.to _______________.

Commission file number 000-54074

$Z:\Vineyard\Live jobs\2013\04 Apr\08 Apr\Shift II\MIMVI 10-K v338549\Draft\03-Production$

Mimvi, Inc.

(Exact name of registrant as specified in its charter)

Nevada		26-0685980
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

440 North Wolfe Road

Sunnyvale, CA 94085

(Address of principal executive offices - Zip Code)

Registrant's telephone number, including area code: 818-746-5816

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. ¨

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. (Check one):

	Large accelerated filer ¨	Accelerated filer ¨

	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $10,025,403 as of the end of the Registrant's second fiscal quarter (based on the closing sale price for the common stock on the OTC Markets on June 30, 2012). For purposes of this disclosure, shares of common stock held or controlled by executive officers and directors of the registrant and by persons who hold more than 5% of the outstanding shares of common stock have been treated as shares held by affiliates. However, such treatment should not be construed as an admission that any such person is an “affiliate” of the registrant. The registrant has no non-voting common equity.

As of April 9, 2013, there were 69,387,537 shares of the Registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

Part I

Item 1	Business	3
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	11
Item 2	Properties	11
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 Disclosure about Market Risk	16
Item 8	Financial Statements and Supplementary Data	16
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	17
Item 9A	Controls and Procedures	17
Item 9B	Other Information	19

Part III

Item 10	Directors, Executive Officers and Corporate Governance	19
Item 11	Executive Compensation	22
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13	Certain Relationships and Related Transactions, and Director Independence	25
Item 14	Principal Accountant Fees and Services	25

Part IV

Item 15	Exhibits, Financial Statement Schedules	26

Signatures		27

PART I

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements with in the meaning of Section 27A of the Securities Act (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these statements on our beliefs and assumptions, based on information currently available to us. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, our total market opportunity and our business plans and objectives set forth under the sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Forward-looking statements are not guarantees of performance. Our future results and requirements may differ materially from those described in the forward-looking statements. Many of the factors that will determine these results and requirements are beyond our control. In addition to the risks and uncertainties discussed in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," investors should consider those discussed under "Risk Factors."

These forward-looking statements speak only as of the date of this report. We do not intend to update or revise any forward-looking statements to reflect changes in our business, anticipated results of our operations, strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

Item 1. Business

History

The Company was organized on August 7, 2007 (Date of Inception) under the laws of the State of Nevada, as Fashion Net, Inc. whose business was to act as a fashion marketing/consulting company for specialty apparel goods. On February 1, 2010, Kasian Franks acquired 98.3% of the issued and outstanding stock of Fashion Net, Inc. from the Company’s former Chief Executive Officer. On March 4, 2010 and June 30, 2010, Mr. Franks voluntarily cancelled 270,000,000 and 5,000,000 of his shares, respectively. As part of the change in control of the Company, the Board of Directors determined to change the direction of the Company’s business. In connection with this change of direction, on April 12, 2010, the Company changed its name to “Mimvi, Inc.”

The Company was originally authorized to issue up to 75,000,000 shares of common stock with a par value of $0.001 per share. On April 12, 2010, the Company approved a 30 for 1 forward stock split and increased its authorized common stock to 300,000,000 and its authorized preferred stock to 50,000,000. All references in these financial statements to the number of common shares, price per share and weighted average number of common shares outstanding have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

Our operations are organized into a single reportable segment. During our most recent fiscal year ended December 31, 2012, we generated net revenues of $0 and a net loss of $5,500,957. See Item 8 of Part II for more information on our balance sheets as of December 31, 2012 and 2011 and from date of inception, and our statements of operations, statements of stockholders' deficit, and statements of cash flows for each of the two years in the period ended December 31, 2012. Our fiscal year end is December 31. Our corporate headquarters are located at 440 North Wolfe Road, Sunnyvale, California 94085. Our website address is www.mimvi.com.

Overview

Mimvi, Inc. is a technology company that leverages search, discovery and recommendation technology that enables partners, developers and end-users a gateway to the mobile Internet. Applications are ways that people engage with content of any variety and connect with others on the Internet. In essence, all anyone needs in a business or social context is an Internet connected device, and the right tools (i.e. software applications). In short, Mimvi sits at the intersection of this new app-connected economy.

The Company’s personalization technology automates the organization of content connected to mobile apps and social networking apps. In detail, it extracts intelligent connections between mobile apps during the process of surfacing recommendations and content discovery across the global Internet. Underneath the core technology is a unique, powerful and proprietary set of algorithms. These algorithms are optimized for various categories of content such as mobile apps, social networking profiles and apps, web apps and online video. Our technology platform applies to all content on the Mobile Internet. We focus our technology on a search, recommendation and discovery platform that can be used by consumers and mobile app and social networking developers.

Consumers generally discover new content (application gateways to content) through word of mouth, or recommendations from friends. Sometimes they might find an article or review of an app or mobile media. But, for the most part, most people find themselves “hunting and pecking” through an overwhelming amount of unqualified data. They might have an idea of what it is they are looking for but do not necessarily know how or where to find it. Consumers today are forced to spend substantial time and energy to locate and organize the content they desire.

During the last ten to fifteen years, standard search engine technology has been able to provide basic but only partial options toward helping consumers find the content they are looking for. A new generation of search and discovery companies are beginning to arise that provide value beyond today’s commoditized and limited search results. Mimvi leads this new revolution with its search, recommendation and discovery technology platform utilizing advanced algorithms that automates intelligent connections while organizing content.

Our personalization technology platform applies to all content on any device, including mobile apps on social networking sites such as Facebook and Google+ and mobile apps for Apple’s iPhone and iPad, Google Android devices and tablets, Samsung, Microsoft Windows Mobile platforms and RIM Blackberry devices and tablets. However, we are currently focusing our technology in the area of mobile app development, and search, recommendation and discovery of mobile apps and social networking apps.

The fierce competitive landscape of mobile apps presents a huge opportunity for Mimvi to provide a solution to consumers that will automatically organize and recommend mobile apps for all mobile platforms in an unbiased and agnostic way.

Transactions, revenue and profit that result from our personalization platform are composed of recommended products, merchandise and advertisements from large companies to small individuals. Our own personalization technology and algorithms are used to create contextual and relevant matches between the content they organize and the products, merchandise and services from advertisers. These approaches are applied to sponsored search results, in-app transactions and matching relevant mobile apps to mobile content and web content utilizing our MimviLink platform. This platform functions as an advertising network similar to Google's AdSense where instead of text ads, mobile apps are matched to content.

Business Overview

Mobile applications are the new “websites” and mobile devices are the new “browsers”. Our technology excels at helping people search for and find personalized mobile apps such as iPhone apps, Google Android apps, Windows Mobile apps, and many others.

A multi-billion dollar revenue difference exists that favors leading search engines over leading social networks. Our business combines the value of search engines and social networks to provide the world’s largest personalized search and recommendation engine for social networking apps, mobile applications, mobile products, mobile content and videos.

While standard search algorithms require a lot of active work on the user’s part, our cognitive computing algorithms are designed to automate the search, discovery and recommendation process with personalization technology. This works especially well when users want to passively, similar to watching TV, interact with content on the Mobile Internet or within the enterprise.

We believe that our user focus is the foundation of our success to date. We also believe that this focus is critical for the creation of long-term value. We do not intend to compromise our user focus for short-term economic gain.

How We Provide Value to Our Users

We serve our users by developing products that quickly and easily find, create, organize, and share information. We place a premium on products that matter to many people and have the potential to improve their lives. In short, Mimvi’s key differentiator is its Comprehensiveness and Relevance.

Services and Products

Our products branch from our core search, discovery and personalization technology platform. These products include:

Specialized Web and Mobile Content Crawling and Aggregation Systems

We have developed technology that algorithmically targets, aggregates and monitors mobile application marketplaces from Apple, Google and many other mobile and social platform providers. Our technology ‘talks’ to sites like these to determine what content is available to better organize for the consumer. The technology does not store content, but rather data related to the content that can be used to provide better search, recommendation and discovery for content.

Our specialized content aggregation systems target, aggregate and monitor social networking apps, iPhone/iPad apps, Android, Windows Phone and other mobile apps and sites including marketplaces such as those provided by Apple, Google and other mobile carriers and platforms. Our technology generates data that enables advanced search, recommendation and discovery of all mobile apps found on the web and on mobile operating systems.

Advanced Personalization, Recommendation, Automated Discovery and Matching Platforms

Our personalization platforms consist of algorithms that contextually match content such as mobile apps, video and websites to consumer requests. These algorithms gather and generate content distribution points and provide advanced search, recommendation and discovery. Mimvi's algorithms are based on a vector space methodology. Utilizing this methodology, results in the Mimvi personalized search, recommendation, and discovery space can be utilized by mobile app stores of the world, for example.

Vector Space Search Indexing Technology

The individual algorithmic component of vector space indexing enables Mimvi to generate context vectors for content such as individual videos, mobile apps and websites. These vectors can be compared with other vectors for advanced contextual matching of mobile apps, videos and websites.

Vertical & Specialized Search Engines for Mobile and Social Networking Apps

Using the above mentioned methods and platforms, our technology includes vertical search and specialized search interfaces that can focus on specific content, providing more targeted search results.

Algorithm Development Services

We offer vector space algorithm development for customized solutions applied to mobile platforms, social networks, consumer websites and enterprise partners.

Powerful Application Programming Interfaces (APIs) for Partners & Third Parities

All of our technology platforms are available via APIs for efficient access and development of third party applications. This results in a broad ecosystem of close partners that benefit from our technology.

Simplified Scalable Consumer Mobile, Social and Web Offerings

Our technology’s core is its ability to offer search and recommendation technology in a scalable fashion to increase user adoption and discovery. These abilities enable the consumer with simple and transparent access to powerful personalized search, recommendation and discovery interfaces.

MimviLink™

MimviLink enables mobile app developers and advertisers to match Web and Mobile Content to relevant mobile apps. MimviLink™ provides a way for consumers to access mobile apps related to the content they are viewing on the web. MimviLink™ enables any company or individual with a mobile app to gain greater exposure for their mobile app by having it matched and displayed next to relevant web and mobile content.

Algorithms, Technology & IP

Mimvi owns personalized search and recommendation platforms that index mobile applications and social networking applications. Similar to a major search or recommendation engine, Mimvi intends to be the leading personalized search, discovery and recommendation destination consumer site for mobile applications and social networking applications. Today’s “mobile apps” are like yesterday’s “websites”. Mobile apps and social networking apps are being produced at an unprecedented rate and they need to be organized and personalized with simplicity and power. But they need more than yesterday’s keyword-based search technology. Our personalized search, discovery and recommendation algorithm for mobile applications utilizes cognitive computing algorithms combining information from the mobile web, major search engines and social networks. This algorithm powers our leading search and recommendation engine along with social components for mobile and social applications available to consumers worldwide.

Mobile App Development

Mimvi continues to innovate by releasing new and interesting mobile apps across all platforms. These include its own search app for Windows Phone in addition to high-tech and general entertainment apps to showcase Mimvi's core technology.

Sales and Marketing

General Technology Strategy

The technology team at Mimvi considers the UI (User Interface) and UX (User Experience) integral to any technology consumer web, social or mobile application. This also includes specific technology applications in these areas:

Specialized Mobile, Social and Web Apps and Content Aggregation Systems

Advanced Personalization, Recommendation, Automated Discovery and Matching

Vector Space Search Indexing Technology

Vertical & Specialized Search Engines for Mobile App Stores and Social Networks

Cognitive Computing Algorithm Development

Powerful APIs

Simplified Scalable Consumer Offerings

We adhere to a solid release schedule with the first series of releases, which include search and recommendation for mobile apps and a surrounding TV-like channel consumption of entertainment content based on search and automated discovery experiences.

Additional releases from the Company include providing users and developers with an array of easy to use tools to create and share applications. Our products and services are tightly integrated with revenue approaches that stick to the theme of purchasing search results or keywords surrounding automated content driven channel experiences. Our products and services are being developed to be fully iPhone, iPod Touch, Google Android, Samsung and Windows Mobile compatible. Our company reflects a passion for the human desire to search and discover, and the belief that soon everything on the Web will need to be consumed based on simple, powerful personalized search and automated discovery experiences.

Transaction Platforms

Our algorithms are coupled with advertising platforms that match relevant personalized mobile apps, products, services, virtual goods and merchandise within mobile app stores and social networks. The platform is available to large and small advertisers of mobile apps and general advertisements. The Company’s advertising marketplace and transaction platform support in-app transactions, mobile payments, micropayments associated to virtual currency and goods.

Transactions can be enabled on our partner sites. Our technology platforms and algorithms can be used to power other partner sites with the goal of revenue sharing on any resulting transactions where search or recommendation results are powered by our technology.

Our revenue goals relate to creating high-value around keywords and content that can be exchanged via our transaction platform. Our focus is to achieve this with high user retention by offering a series of entertainment search, automated discovery and personalization experiences that are more simple and powerful than any other service.

Consumer spending habits have been redefined by recent changes in the world’s economy. We understand this and consider this difficulty a clear opportunity based on a deep experience with the mobile space, consumer web and enterprise. Companies must move beyond basic unique visitor counts and instead into query counts, visitor retention and multi-path transaction conversion. We funnel these into the following revenue streams:

Micro-transactions related to Virtual Currency and Goods

In-App Transactions Mobile-enabled Transactions

Marketplaces for Keywords (something only a query-focused platform can benefit from)

App Marketplaces (based on Mimvi search and automated discovery APIs)

API Results Distribution

Revenue Sharing & Equity Positioning Based on Mimvi-powered Ecosystem Partners

Tiered subscriptions connected to advanced search and automated discovery experiences

Lead generation

Advertising

Enterprise Licensing & Consulting

In the era of this new mobile internet economy, personalized search and automated discoveries are more important than ever in converting consumers into paying customers. Whether the sector is music, health, movies or books, customers are always looking for guidance and suggestions as to what mobile apps and purchases might best suit their desires.

Personalization, recommendation and discoveries have become one of the primary driving factors behind sales. Besides buying things to fulfill direct necessities or desires, customers like to browse to find complementary purchases. Consequently, the higher the degree to which mobile app or content is personalized, the higher the sales volume will be.

More importantly, this is not a linear relationship. As the accuracy of discoveries and personalization improve, there is a potential for an exponential growth in sales. Good personalization technology increases sales, which produces even further personalization and additional sales. A small improvement in the ability to personalize or recommend content leads to a large boost in revenue.

Market Demand

Mobile Apps are driving the sales of smartphones. The market demand for mobile apps is clear. Market demand for simplicity, power and choice on the Internet is greater than ever before. Content on the Internet is increasing exponentially. Today’s media and technology companies have commoditized content and search results and consumers are not getting what they want.

Many leading media and search technology companies believe that providing access to limited media and choice is enough. As a result, today’s content and search experiences are complex and require the consumer to work hard to connect with what they truly need and want.

This has created a great demand for simple and powerful content, search and automated discovery experiences, which are filled with choice based on leveraging commoditized content and search results from a variety of sources.

We recognize that on the Internet and mobile Internet there is a large market demand for powerful experiences defined by the consumer. New Internet content experiences relate to vertical and specialized search, automated discovery and personalization platforms connecting people to mobile apps with unprecedented ease and refreshing simplicity.

We fill this demand by specializing in delivering new, simple, powerful search and automated discovery experiences with immediate satisfaction to the consumer on any device and in any location. This is done with any content based on new technology, algorithms and, more importantly, consumer strategy. Reducing steps, increasing power and choice is where our Company excels.

Creating the new roadways to meet consumer demand is part of the Mimvi technology experience.

Logistics and Inventory

We use the Internet and mobile internet to manage its logistics. This includes its consumer web destination sites. We utilize several network operations centers and server farms along with cloud computing centers in partnership with Amazon and Rackspace, Inc. These are located San Francisco CA, Berkeley CA and New York, NY.

Competition

Major Competitors

As competitors, we consider leading search engines, social networks and companies that have used entertainment content to capture the attention and loyalty of consumers in a limited way. Companies that have used entertainment as a foundation to introduce new hardware and expanded search experiences remain competitive to our Company.

Our competitors such as Google, Apple, Baidu, Amazon, Yandex, NetFlix and many others have clearly benefited from offering platforms founded on entertainment content combined with search experiences.

We recognize the importance of competing not only on the battlegrounds of consumer acquisition but also in revenue potential based on new hybrid revenue models for a new mobile internet economy.

Our Competitive Advantages

Our primary competitive advantage is based on its proprietary set of search and discovery algorithms based on cognitive computing approaches along with a team and strategy that has a proven track record of success at executing commercial-grade platforms that excite consumers, enterprises and academic institutions. At its core, our technology applies to automated intelligence acquisition in any data domain and for any device. We are in constant pursuit of patents related to all aspects of its cognitive computing technology, platform and applications.

We understand the power of combining search technology with entertainment content and how this has proved successful for companies such as Apple, Baidu, Yandex, NetFlix and Google.

Our team has a high-level of understanding when it comes to what excites the consumer and investors. This includes, but is not limited to, its current strategy of initially applying cognitive computing technology to enable the world’s largest search and discovery engine to help people find mobile apps.

In addition, based on the experience of our team and its technology, we intend to apply a competitive approach to enabling consumers to search and automatically discover videos in the area of entertainment and general exploration in an extremely simple way similar to passively watching TV.

Our competitive advantages also include the ability to cross-pollinate user traffic, consumer attention and revenue between its search and discovery properties.

Top-notch strategists and engineers in the areas of entertainment technology lead the Company. Most notably these are from companies and organizations such as Lawrence Berkeley National Laboratory, SeeqPod, Inc., TiVo, MIT and UC Berkeley. The history of our team includes strategy and execution that have resulted in platinum enterprise and consumer web offerings, which include being winners of the 2008 R&D100 Award, also known as the “Oscars of Invention”, given by Steven Chu, US Energy Secretary and Lawrence Berkeley National Laboratory for biomimetic search engine technology.

Kasian Franks, former founder, CEO and CVO of SeeqPod, Inc., which generated 250 million searches per month and 50 million unique visitors per month, founded Mimvi, Inc. in 2010. The technology team and advisors continue to evolve breakthroughs for the consumer, as was done among genomic scientists at the U.S. Department of Energy's Lawrence Berkeley National Laboratory.

Our technology platforms enable addictive and exhilarating consumer web experiences. The Company’s consumer web experiences are defined by simplicity and power. The world’s general social networks and search engines have commoditized information making it ripe for the application of our technology. The value in this information comes from it being intelligently organized. Intelligent organization is where the Company shines.

We are focused on providing the most relevant mobile app search and recommendation results in the space. While we have limited direct competition due to our proprietary algorithms, we still look at more traditional search technology, and other specialized search and recommendation verticals that consumers are using, as viable competitors.

Our primary competitors are general purpose search engines like Google, Apple, Bing, Yahoo!, Yandex, and Baidu. We also compete with private mobile app search companies such as Quixey and Xyologic.

Other competitors include:

App stores like Google Play, Apple App Store, and Windows Store;

Recommendation software companies like iGoDigital, a company recently acquired by ExactTarget; and

Social networks like Facebook and Twitter.

Business Development

Acquiring high quality traffic remains a high priority for us. As a search engine, high quality traffic is defined by the number of searches users conduct on the platform. High quality traffic can be defined by revenue potential. Traffic acquisition methods are not new to our strategy and engineering teams. Our team has a track record of execution on this front. A focus within the enterprise on both traffic acquisition and customer acquisition is the key. This is due to our unique growth strategy of cross-pollination from the enterprise to the consumer market and vice-versa. We also focus on cross-pollination to and from product offerings that spawn from the overall platform.

Organic traffic and customer growth come from reducing clicks, steps and work both for the consumer and customer while maintaining extremely powerful technology behind the scenes.

In addition, we maintain its own automated lead generation system based on its advanced crawling platform. This, in turn, leads to a virtuous cycle of traffic acquisition with a healthy user adoption curve.

We have a focus on consumer loyalty and retention. Consumer loyalty connects directly to putting the consumer first, ahead of the technology or out-dated media distribution strategies.

Employees

The Company currently has ten employees and several consultants.

Description of Properties

The Company currently leases office space in two locations. In Silicon Valley, our offices are at 440 Wolfe Road, Sunnyvale, CA 94085, and in Southern California our offices are located at 699 Hampshire Rd, Suite 109, Westlake Village, CA 91361. Our website is www.mimvi.com and our general contact email is info@mimvi.com.

Additionally, we use the Internet to manage our logistics. This includes our consumer web destination sites. We utilize several network operations centers, content delivery networks and server farms along with cloud computing centers in partnership with Amazon and Rackspace, Inc. These are located San Francisco CA, Berkeley CA, New York, NY and Nagoya, Japan.

Intellectual Properties & Licenses

Our success and ability to compete are substantially dependent upon our internally developed technology and expertise.

We rely on patent, copyright, trade secret, and trademark law to protect our technology. We currently have one provisional patent application pending. We also believe that factors such as the technological and creative skills of our personnel, and new product developments and enhancements are essential to establishing and maintaining a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our technology.

Our success will depend in part upon our ability to protect our intellectual property rights. We cannot be certain that other parties will not contest our intellectual property rights.

Item 1A. Risk Factors

The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially and adversely affect our business, operations, results or financial condition.

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of the investor's entire investment and evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us.

Risks Related to the Company's Operations

We have limited financial resources and are dependent on raising additional funds to support future operations.

As of December 31, 2012, we had $63,286 in cash and $550,369 in total current assets and we had total current liabilities of $1,352,069. The latter represents the total amount of accounts payable and accrued expenses that we owed and which are due for payment as of December 31, 2012. As of December 31, 2012, the Company maintained no term debt on our balance sheet. We have limited funds to pay all of our current liabilities. Should one or more of our creditors demand immediate payment in-full, we are not likely to have the resources to pay or satisfy any such claims. If the Company cannot continue to raise additional funds it could face a risk of insolvency.

We have incurred continued operating losses and we lack a history of operations upon which an investor can assess our business and plans.

For the year ended December 31, 2012, we incurred $5,500,957 in net losses and $12,860,009 in cumulative net losses from inception (August 7, 2007) to December 31, 2012. As a development stage or "start-up" company we anticipate that we will likely incur significant additional losses in the future as well.

We do not have any significant revenue-producing operations and we continue to incur costs and expenses for the development of our technology, administrative costs, the cost of maintaining the Company’s SEC reporting requirements and other expenses. Further, because we are a relatively new business, we lack a substantial operating history on which to base our anticipated expenses and revenues. There is no assurance that we will be successful or that we will be profitable or achieve positive cash flow in the future.

Qualified Auditor's Opinion: Going Concern.

Our independent public accountants issued a qualified opinion on our financial statements as of and for the two years ended December 31, 2012 with respect to uncertainties concerning our ability to continue as a going concern.

Our Common Stock is Subordinate to Existing and Future Debt.

All of our common stock is and will remain subordinate to the claims of our existing and future creditors. As of December 31, 2012, we had $1,352,069 reflected as total liabilities on our balance sheet. These existing claims together with likely additional debts, obligations, and other commitments that we give to others in the future, will be superior to any rights and interests of our stockholders.

Significant Control of the Company is held by management.

Our present directors and officers hold the power to vote an aggregate of about 22.4% of our common shares as of March 18, 2013. As a result, any person who acquires our common shares will likely have little or no ability to influence or control the Company.

Due to a limited public market our Common Stock may not be easily sold.

There is a limited trading market for our common shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our common shares are traded only on the OTC Bulletin Board and the OTCQB and there can be no assurance that the common shares will ever gain any liquid trading volumes in any other market or gain listing on any stock exchange.

Our business is difficult to evaluate because we have no recent operating history.

As the Company has no recent operating history and minimal revenue, there is a risk that we will be unable to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to rebuy or resell our common stock easily following periods of volatility because of the market's reaction to volatility.

Other factors that could cause such volatility may include, among other things:

announcements concerning our strategy;

litigation; and

general market conditions.

Because our common stock is considered a "penny stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions on marketability.

Our common stock is currently traded on the OTC Bulletin Board and the OTCQB and is considered a "penny stock." The OTC Bulletin Board and the OTCQB is generally regarded as a less efficient trading market than the NASDAQ Capital Market.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock.

Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market. There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.

The Company may issue more shares which will result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 300,000,000 shares of common stock and 50,000,000 preferred shares. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and 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 our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, 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.

You may not be able to sell your shares in our company because there is no public market for our stock.

The current and potential market for our common stock is limited. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.

The trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

We have never paid dividends on our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Company leases two (2) offices under signed agreements located in Sunnyvale, California and Westlake Village, California. The monthly rental payments under the agreements are total approximately $4,200. The term of the agreements are both for one year with the leases terminating on December 31, 2014.

Item 3. Legal Proceedings

The Crone Law Group filed a claim against Company on November 19, 2012, alleging breach of contract, account stated, quantum meruit and fraud, and seeking damages of $123,062, plus punitive damages, relating to allegedly unpaid legal fees. On December 26, 2012, Company filed a cross-claim against Mark Crone, dba Crone Law Group, for breach of duty, declaratory judgment and unjust enrichment. The parties have exchanged initial written discovery. No trial date has been set. The Company intends to vigorously defend the claims and prosecute the cross-claims. As of December 31, 2012, the Company accrued a total of $120,172 with respect to this claim.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

Market Information: Our common stock is quoted under the symbol "MIMV" on the OTC Bulletin Board and the OTCQB, a quotation service that displays sale prices, and volume information for transactions with market makers in over-the-counter ("OTC") equity securities. All such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.

Based on information obtained from Yahoo/Finance, the high and low bid quotations for the common stock for each of the quarters of our fiscal years ended December 31, 2011 and December 31, 2012 are set forth in the table below:

	Price Range
	High($)		Low($)

Quarter ended 3/31/11	$	1.00	$	0.25
Quarter ended 6/30/11	$	0.70	$	0.19
Quarter ended 9/30/11	$	0.75	$	0.06
Quarter ended 12/31/11	$	0.29	$	0.06
Quarter ended 3/31/12	$	0.60	$	0.05
Quarter ended 6/30/12	$	0.57	$	0.15
Quarter ended 9/30/12	$	0.59	$	0.12
Quarter ended 12/31/12	$	0.59	$	0.24

Holders: According to the records of Mimvi’s transfer agent, Mimvi had 204 stockholders of record as of March 18, 2013 and it believes there are a substantially greater number of beneficial holders.

Dividends: We have not paid any dividends to date, and we have no intention of paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our Board of Directors and to certain limitations imposed under the Nevada Revised Statutes. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

Recent Sales of Unregistered Securities

On November 9, 2012, the Company issued and sold 200,000 shares of its common stock to one accredited investor in exchange for an aggregate purchase price of $50,000.

On November 19, 2012, the Company issued and sold 750,000 shares of its common stock to one accredited investor in exchange for an aggregate purchase price of $150,000.

On December 10, 2012, the Company issued 1,000,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $290,000.

On December 24, 2012, the Company issued and sold 600,000 shares of its common stock to three accredited investors in exchange for an aggregate purchase price of $120,000.

On December 28, 2012, the Company issued 514,844 shares of its common stock to a note holder in exchange for an aggregate purchase price of $169,569 which included the principal amount of $100,000 plus accrued interest of $2,769 and a gain on debt settlement of $66,800.

These issuances of shares were made in reliance upon an exemption from registration under Section 4(2) of the Securities Act, and Regulation D promulgated thereunder in that the transactions involved private offerings of our unregistered securities, we did not make a public offering or sale of our securities, the investors were either accredited or unaccredited but sophisticated, and the investors represented to us that they were acquiring the securities for investment purposes and for their own accounts, and not with an eye toward further distribution.

Item 6. Selected Financial Data

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

Recently Issued Accounting Pronouncements

Refer to the financial statements Note 2 — “Summary of Significant Accounting Policies” related to the impact of the adoption and issuance of recent accounting pronouncements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Significant Accounting Policies" to the Financial Statements contained in Item 8 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Year Ended December 31, 2012 compared with Year Ended December 31, 2011

Revenue

For the year ended December 31, 2012, revenue was $0 compared to $70,575 for the year ended December 31, 2011, a decrease of $70,575 or 100%. The decrease was due to termination of the enterprise consulting agreement in 2011 and no revenue being earned in 2012.

Operating Expenses

For the year ended December 31, 2012, our operating expenses increased to $5,168,722 from $4,166,524 for the year ended December 31 2011, an increase of $1,002,198 or 24.1%.

For the year ended December 31, 2012, the overall increase in the operating expenses was substantially due to the increase in stock compensation expense. Stock compensation expense increased to $3,178,144 from $3,125,904 for the year ended December 31, 2011, an increase of $52,240 or 1.7%, primarily due to the number of our common shares being issued for services paid to various consultants that provided legal, management, accounting, research and development and technology consulting services on behalf of the Company. All of the restricted common shares issued were priced at fair value based on the closing price of our stock on the date of issuance. All of the options issued were priced using the Black-Scholes valuation model.

For the year ended December 31, 2012, legal and professional fees increased to $777,918 from $445,176 for the year ended December 31, 2011, an increase of $332,742 or 74.7%. The increase is due to the legal fees being substantially higher because in 2012 we changed law firms, retained new intellectual property legal counsel and also retained the services of in-house general counsel. Plus, we had significant legacy and current issues to deal with as an SEC reporting company and the fact that during 2012, we were ramping up our business operations with hiring new employees, consultants, securing new office space and dealing with legacy obligations of the Company. In addition, a portion of the legal and professional fees incurred in 2012 and 2011 were paid in the form of our restricted common stock and are reflected in the financial statements under stock compensation expense.

For the year ended December 31, 2012, the executive compensation increased to $424,940 from $35,000 for the year ended December 31, 2011, an increase of $389,940 or 1,114.1%. This increase consists of compensation for our current Chief Visionary Officer, Chief Executive Officer and Chief Financial Officer.

For the year ended December 31, 2012, the loss on the disposal of equipment decreased to $0 from $8,341 for the year ended December 31, 2011 primarily due the disposal of computer equipment in 2011 owned by the Company.

Research and development expenses consist of software engineering costs for employees and consultants that are developing the Mimvi products and for the search and recommendation engine on www.mimvi.com. For the year ended December 31, 2012, the research and development expenses increased to $453,657 from $185,953 for the year ended December 31, 2011, an increase of $267,704 or 144.0%.

For the year ended December 31, 2012, the general and administrative expenses decreased to $334,063 from $366,150 for the year ended December 31, 2011, a decrease of $32,087 or 8.7% which was primarily due to a decrease in investor relations expenses.

For the year ended December 31, 2012, the loss on extinguishment of debt increased to $270,369 from $0 for the year ended December 31, 2011, an increase of $270,369 primarily due to the fair value measurement of the common stock issued in exchange for the settlement of certain debt obligations of the Company.

For the year ended December 31, 2012, the interest expense increased to $61,866 from $30,509 for the year ended December 31, 2011, an increase of $31,357 or 102.8% primarily due to the increase number of debt obligations during 2012, all of which were paid or satisfied as of December 31, 2012.

Net Loss

For the year ended December 31, 2012, we incurred a loss of $5,500,957 or $.11 per share basic compared to a loss of $4,126,458, or $0.11 per share basic for the year ended December 31, 2011, an increase of $1,374,499 or 33.3%. See above for the detailed explanations of the each category of expenses.

Liquidity and Capital Resources

As of December 31, 2012, we had $63,286 cash available and $565,369 of total assets consisting of prepaid stock compensation expenses and prepaid directors and officers insurance and rental deposits. We had total current liabilities of $1,341,279 consisting of accounts payable and accrued expenses and $10,790 accrued expenses due to related parties.

As of December 31, 2012, we did not maintain any term debt obligations other than the amounts in accounts payable and accrued expenses of $1,352,069. All term debt obligations have been either paid in full or satisfied with the issuance of our common stock.

We currently have limited funds to pay our accounts payable and accrued expenses. Should one or more of our creditors seek or demand immediate payment in-full, we are not likely to have the resources to pay or satisfy any such claims. Thus, we face risk of defaulting on our obligations to our creditors with consequential legal and other costs adversely impact our ability to continue our existence.

In April 2012, a note holder filed an action against the Company and was awarded a judgment in the original principal amount of $57,500 plus accrued interest and legal fees. During the year ended December 31, 2012, this note was satisfied with the issuance of 936,283 shares of our common stock valued at $262,159, recognizing a loss on settlement of $187,256.

In April 2012, the Company received the final determination that on November 18, 2011 a money award in the amount of $21,532 (including interest and costs) was issued against the Company by the Labor Commissioner of California. As of December 31, 2012, this amount had yet to be satisfied and has been included in accounts payable and accrued expense in the accompanying financial statements.

Our insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition.

During the year ended December 31, 2012, we raised $1,435,000 in equity financing and $139,300 in debt financing, however, this does not alleviate our current financial position, nor does it enable us to sustain our current operations.

For these and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our employees, consultants, various costs to maintain our SEC reporting requirement and others.

For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

The following is a summary of the Company's cash flows provided by or used in operating, investing, and financing activities for the years ended December 31, 2012 and 2011:

For the Fiscal Year Ended
	December 31, 2012			December 31, 2011

Net cash used in operating activities	$	(1,471,332	)	$	(396,778	)

Net cash used in investing activities	$	-		$	-

Net cash provided by financing activities	$	1,534,618		$	396,778

Net increase in cash	$	63,286		$	-

Cash - beginning of year	$	-		$	-

Cash - end of year	$	63,286		$	-

Going Concern Uncertainties

We currently have minimal sources of operating revenue, and have only limited working capital with which to pursue our business plan. The amount of capital required to sustain operations until we start to earn revenue from our search and recommendation engine and other products is subject to future events and uncertainties.

It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of their opinion in their firm’s audit report for the years ended December 31, 2012 and 2011, which is contained elsewhere in this Annual Report on Form 10-K.

Capital Expenditures

We have not incurred any material capital expenditures.

Commitments and Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be considered material to investors.

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

Not Applicable

Item 8. Financial Statements and Supplementary Data

See pages beginning with page F-1.

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

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2012, that our disclosure controls and procedures are not effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) 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. The internal controls for the Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

(3)

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of December 31, 2012, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified by management as of December 31, 2012, the date of the financial statements contained elsewhere in this Annual Report on Form 10-K, is:

Ineffective controls to ensure that the accounting for complex transactions are recorded in accordance with United States Generally Accepted Accounting Principles involving the Black Scholes Pricing Model for the fair value measurement of stock based compensation, the volatility factor within the Model and the related measurement dates.

Audit adjustments related to estimating of the fair value of stock- based compensation were recorded in the general ledger and related financial statements because of issues related to the measurement dates and the calculation of the volatility factor in the Black Scholes Pricing Model, which collectively could have a material effect on the financial statements.

Remediation

To remediate the material weakness, as identified above, in internal control over financial reporting, management has taken or will take the following actions as the financial resources become available:

We will acquire additional internal technical accounting resources related to estimating the fair value of stock-based compensation utilizing the Black Scholes Pricing Model. We believe this will provide for the timely recording of stock based compensation including the issuance of S-8 stock, restricted stock and stock options;

We will continue to seek outside consulting services, when necessary, where our existing accounting policy and control organization believes the complexity of the existing exceeds our internal capabilities;

We will increase our efforts to educate our accounting policy and control organization on the application of the internal control structure;

We will continue to emphasize with the management team the importance of our internal control structure.

We believe that the foregoing actions will improve our internal control over financial reporting, as well as our disclosure controls and procedures. We intend to perform such procedures and commit such resources as they become available and necessary to continue to allow us to overcome or mitigate this material weakness such that we can make timely and accurate quarterly and annual financial filings until such time as this material weakness is fully addressed and remediated.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the year ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On March 12, 2012, the Company retained the services of a new Chief Financial Officer.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information as to the directors and executive officers of the Company is as follows:

Name	Position	Director Since

Kasian Franks	Chief Visionary Officer and Chairman of the Board	January 2010
Michael Poutre(1)	Chief Executive Officer and Director	September 2011
Kevin J. Conner(2)	Chief Financial Officer

The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors.

Background of Directors and Executive Officers

Kasian Franks 42: Mr. Franks has served as Chairman of the Board of Directors since he founded the Company in 2010. Mr. Franks served as the Company’s Chief Executive Officer until February 2012 when he became the Company’s Chief Visionary Officer. Mr. Franks worked as a software engineer and product developer specializing in pattern matching algorithms and tools for a number of companies and organizations, including Genentech, Sun Microsystems, Oracle, Motorola, Tivo, mPower, and X-Mine Bioinformatics. From 2002 until 2005, Franks worked at the U.S. Department of Energy’s Lawrence Berkeley National Laboratory (LBNL), Life Sciences Division, as a Genomic Research Scientist, where, along with Raf Podowski, and Connie Myers, he developed the technology behind SeeqPod, a search engine for interactive content garnering 50 million monthly active users and 250 million searches per month. Franks began to study biomimetics along with pattern matching in data and nature. This led to five patents in the area of search and discovery. In 2005 he founded SeeqPod Inc. a playable search, discovery and pattern matching company, a company that won the 2008 R&D 100 award for biomimetic search engines, and served as its Chief Executive Officer until it filed for Chapter 11 protection under the United States Bankruptcy Code in March 2009. The Chapter 11 Bankruptcy was subsequently converted to a Chapter 7 bankruptcy under the United States Bankruptcy Code for the purpose of asset acquisition. The intellectual property was acquired by Intertrust Technologies. As the founder and Chief Visionary Officer of the Company, Mr. Franks is a leading expert in search and discovery technology and is able to provide the Board with an understanding of the Company’s products and technology as well as provide expert perspective on industry trends and opportunities. Mr. Franks’ experience with the Company from its founding also offers the Board insight to the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view.

Michael Poutre, 41: On February 8, 2012, the Board of Directors appointed Michael Poutre as the Company’s Chief Executive Officer. Mr. Poutre began consulting for the Company in August 2011 and was appointed to the Company’s board in September 2011. In 1994 Mr. Poutre became registered with the NASD (now FINRA) as a securities representative, and remained in the securities industry for the next 15 years as a registered representative and, at times, a securities and options principal. Most recently in 2006 and until his retirement from the industry in 2009, he was affiliated with Maxxtrade Securities. From 2003 to 2006, Mr. Poutre was the President, Chief Executive Officer and Chief Compliance Officer for The Blue & White Fund, an Israeli based mutual fund. Mr. Poutre holds a Bachelors of Arts from Whittier College where he was a Whittier Scholar and the recipient of the Richard M. Nixon Scholarship. Mr. Poutre is also a 2013 MBA Candidate from the California Lutheran University. The Company believes that Mr. Poutre’s business experience as well as his extensive experience in the financial and capital markets, give him the qualifications and skills to serve as a Director.

Kevin J. Conner, 50: On March 12, 2012, the Board of Directors appointed Kevin J. Conner as the Company’s Chief Financial Officer. Since 1991, Mr. Conner has been the managing director of Conner & Associates, PC and its affiliated corporate finance advisory firm, Conner LLP (collectively, “Conner”). Mr. Conner is responsible for managing engagements in which the professionals of Conner provide SEC consulting services, mergers and acquisitions consulting services for start-up and emerging growth companies, litigation consulting services, business valuations and domestic/international taxation for SEC issuers, private companies, high net worth/accredited individuals and law firms. Since 1991, Conner & Associates, PC has been the SEC audit firm or consultants to private companies and SEC issuers, on matters of going public and advisors on traditional Mergers and Acquisitions through its affiliate, Conner LLP. Since 1994, Mr. Conner is also a general partner of Westrock Partners, a private investment firm that holds a portfolio of public and private start-up and emerging growth companies. Prior to Conner and Westrock, Mr. Conner held senior level positions with regionally recognized certified public accounting firms and an international bank located in Southern California. Mr. Conner holds an MS in Taxation from Philadelphia University (highest honors) and BS in Business Administration/Accounting from West Chester University of Pennsylvania along with being licensed to practice as a CPA in the States of New York, Connecticut and the Commonwealth of Pennsylvania. Mr. Conner continues to be retained as a qualified expert witness on several business matters and he has provided speaking engagements along with writing on litigation and tax matters. His experience as a certified public accountant as well as his extensive financial and investor background with start-ups, emerging growth companies qualify him for the appointment as CFO of the Company.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

On July 16, 2010, Mr. Poutre entered into a Letter of Acceptance, Waiver and Consent (AWC) with the Financial Industry Regulatory Authority (FINRA) relating to alleged rule violations while he was associated with Maxx Trade, Inc. (Maxx Trade). The AWC set forth FINRA’s findings that Mr. Poutre had violated conduct rules by charging customers more than a fair markup for certain bond transactions. Without admitting or denying the allegations and findings against him, Mr. Poutre consented to a $5,000 fine and suspension from association with a FINRA member in all capacities for thirty (30) calendar days. Mr. Poutre signed the AWS without representation of counsel.

In another AWS related to Maxx Trade, on April 20, 2009, Mr. Poutre, without admitting or denying the allegations and findings against him, consented to a $5,000 fine and two-year suspension from association with a FINRA member in all capacities. FINRA alleged that Mr. Poutre had failed to provide complete responses to the staff’s requests for information and documents in violation of FINRA rules. Mr. Poutre signed the AWS without representation of counsel.

In connection with the two sets of FINRA allegations above, on May 20, 2009, Mr. Poutre filed a lawsuit against Maxx Trade in the United States District Court for the Eastern District of Kentucky. Mr. Poutre claimed among other things, that the principal owners of Maxx Trade added, without Mr. Poutre’s knowledge, a separate commission on top of the fair and reasonable commission Poutre had charged his bond clients. This resulted in the impermissible mark-ups that were the subject of the July 16, 2010 AWS. Mr. Poutre also claimed that Maxx Trade filed claims with FINRA that were inaccurate and defamatory resulting in Mr. Poutre becoming the subject of the FINRA inquiry that was the subject of the April 20, 2009 AWS. These allegations were also made in connection with a parallel FINRA arbitration Mr. Poutre brought against Maxx Trade and its principals. Pursuant to the arbitration, on February 15, 2011 Mr. Poutre was awarded compensatory damages, interest, attorneys’ fees, and costs with respect to his claims against Maxx Trade and its principals.

On November 8, 2006, Mr. Poutre submitted an Offer of Settlement (the “Offer”) to the National Association of Securities Dealers, Inc. (NASD), the predecessors of FINRA. The NASD accepted the Offer and issued an Order Accepting Offer of Settlement (the “Order”). Without admitting or denying the allegations and findings against him, Mr. Poutre consented to a $5,000 fine and ten business day suspension in all capacities. NASD alleged that Mr. Poutre had failed to provide certain emails the staff’s requests for emails in violation of NASD rules. Mr. Poutre signed the Offer of Settlement without representation of counsel.

In connection with this proceeding, Mr. Poutre’s office was subject to an unannounced branch office examination whereby NASD staff required immediate access to emails and other electronic communications. Certain emails, which Mr. Poutre considered personal, had been deleted prior to the arrival of NASD staff. Mr. Poutre arranged for the office’s IT administrator to retrieve the deleted emails and provided them to NASD less than 24 hours later. The content of the emails were not the subject of the Offer and Order, only their unavailability to NASD during their unannounced examination.

In accordance with FINRA guidelines, Mr. Poutre, who retired from brokerage and who is not currently registered with FINRA, has submitted a Broker Comment Request adding context to information currently available on the FINRA website relating to the three regulatory matters above.

In September 2009, Mr. Poutre filed a voluntary petition for a Chapter 7 bankruptcy in the U.S. Bankruptcy Court for the Central District of California. Discharge was finalized on November 16, 2010.

Compliance with Section 16(a) of The Securities Exchange Act of 1934: Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our Company with copies of all Section 16(a) reports they file. Based upon a review of those forms, Kasian Franks filed a Form 5 related to late Form 4 transactions reflecting (i) the grant to him of options on October 5, 2012, (ii) two gift transfers on April 20 and December 7, 2012 and (iii) the acquisition of shares pursuant to the settlement of a third party dispute on November 21, 2012.

Except as set forth above, we believe that, during fiscal 2012, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to Mimvi, Inc. and the written representations of its directors and executive officers.

Meetings and Committees of the Board: Our Board of Directors is responsible for the management and direction of our company and for establishing broad corporate policies. A primary responsibility of the Board is to provide effective governance over our affairs for the benefit of our stockholders. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of our company. In discharging that obligation, Directors may rely on the honesty and integrity of our senior executives and our outside advisors and auditors.

Audit Committee and Audit Committee Financial Expert

The Company is not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's board of directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the Company's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Company's board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The board of directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Board Meetings; Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Company's board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;

Compliance with applicable governmental laws, rules and regulations;

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

Accountability for adherence to the code.

Due to the limited scope of the Company's current operations, the Company has not adopted a corporate code of ethics that applies to its executive officers.

Insider Trading Policy

Our board of directors adopted an insider trading policy that applies to all of its directors, officers and employees including our principal executive officer, principal financial officer, and principal accounting officer that applies to all trading except the exercise of stock options for cash under our stock option plan and the purchase of shares under an employee stock purchase plan, should we adopt such a plan. The insider trading policy addresses trading on material nonpublic information, tipping, confidentiality, 10b5-1 programs, disciplinary actions, trading windows, pre-clearance of trades, prohibition against short swing profits and individual responsibilities under the policy.

Conflicts of Interest

Certain conflicts of interest exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.

Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management will try to resolve conflicts to the best advantage of all concerned.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because it believes that, given the limited scope of the Company's operations, a specific nominating policy would be premature and of little assistance until the Company's business operations are at a more advanced level. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

The Company does not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under Nevada corporate law and the federal proxy rules, to the extent such rules are or become applicable. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

Item 11. Executive Compensation

The following table sets forth summary information concerning compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2011 and 2012 to (i) the Company’s Chief Executive Officer, and (ii) the Company’s other two most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2012.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(4)		Option Awards ($)(4)		All Other Compensation ($)		Total ($)
Kasian Franks (1)		2012	$	56,000	$	21,431		-	$	420,000		-	$	497,431
Chief Visionary Officer		2011		-		-		-		-	$	75,650	$	75,650

Michael Poutre (2)		2012	$	170,000	$	45,164	$	168,000	$	420,000		-	$	803,164
Chief Executive Officer		2011	$	35,000		-		-	$	175,000		-	$	210,000

Kevin J. Conner (3) Chief Financial Officer		2012	$	140,028		-	$	52,500	$	420,000		-	$	612,528

(1) Mr. Franks’ compensation is $4,666.67 per month. On October 5, 2012, the Company awarded Mr. Franks 1,000,000 stock options with an exercise price of $0.42.

(2) Mr. Poutre’s compensation is $15,000 per month. During the year ended December 31, 2012, the Company awarded Mr. Poutre a bonus of $40,000; a restricted stock award of 800,000 common shares at a fair value of $0.21 per share and on October 5, 2012, a stock option grant to purchase 1,000,000 shares of the Company’s common stock at $0.42 per share.

(3) Mr. Conner was appointed the Company’s Chief Financial Officer on March 12, 2012. During the year ended December 31, 2012, the Company awarded Conner LLP a restricted stock award of 250,000 common shares at a fair value of $.21 per share and a stock option grant to Mr. Conner to purchase 1,000,000 shares of the Company’s common stock at $.42 per share.

(4) These amounts reflect the value determined by the Company for accounting purposes for these awards with respect to the current fiscal year and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by exercising stock options). This column represents the aggregate grant date fair value of stock options and warrants granted during fiscal year 2011 and 2012 to each of the named executive officers, in accordance with ASC Topic 718 Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made when calculating the amounts in this table are found in Note 6 of the Notes to Financial Statements in Part II, Item 8 of this Form 10-K.

The Company may change or increase salaries as the Company's profits and cash flow allow. The amount of any increase in salaries and compensation for existing officers has not been determined at this time and the number and dollar amount to be paid to additional management staff that will likely be employed have not been determined.

Outstanding Equity Awards at Fiscal Year End

The following table shows all outstanding equity awards held by our named executive officers at December 31, 2012.

Name	Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable			Option exercise price ($)		Option expiration date
Kasian Franks		2,000,000	⁽¹⁾		-		$	0.45	11/3/2020
		541,667	⁽²⁾		458,333	⁽²⁾	$	0.42	10/4/2022
Kevin J. Conner		541,667	⁽²⁾		458,333	⁽²⁾	$	0.42	10/4/2022
Michael Poutre		541,667	⁽²⁾		458,333	⁽²⁾	$	0.42	10/4/2022

(1) The option was granted on 11/3/2010. The option became exercisable as to 100% of the shares on the date of grant.

(2) The options were granted on 10/5/2012. The options become exercisable as to 50% of the shares on the date of grant and vest monthly thereafter to be fully vested on 10/5/2014 assuming continued employment with Mimvi. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.

Director Compensation

None of the directors were paid any compensation in 2012 for their service on the Company’s Board of Directors.

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

The following table sets forth information relating to the beneficial ownership of the Company common stock by those persons beneficially holding more than 5% of the Company's common stock, by the Company's directors and executive officers, and by all of the Company's directors and executive officers as a group as of March 18, 2013:

Name and Address of Beneficial Owner	Amount and Nature Of Beneficial Ownership		Percent of Class⁽¹⁾
Holders of Greater Than 5%:
Directors and Named Executive Officers:

Michael Poutre, Chief Executive Officer and Director⁽²⁾		2,250,000		3.3	%

Kasian Franks, Chief Visionary Officer and Chairman of the Board of Directors⁽³⁾		11,920,000		17.3	%

Kevin J. Conner, Chief Financial Officer⁽⁴⁾		1,275,000		1.9	%

All Directors and Officers as a group (3 persons)^(2-4)		15,445,000		22.4	%

(1) Unless otherwise indicated in the footnotes to the table, each shareholder shown on the table has sole voting and investment power with respect to the shares beneficially owned by him or it. The percentages are calculated using 68,886,564 outstanding shares of the Company’s common stock on March 18, 2013 as adjusted pursuant to Rule 13d-3(d)(1)(i). Pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficial ownership information also includes (i) shares subject to options and warrants exercisable within sixty days of March 18, 2013 and (ii) shares subject to Restricted Stock Units that will vest within sixty days of March 18, 2013.

(2) Includes 750,000 shares of common stock issuable pursuant to outstanding options exercisable within sixty days of March 18, 2013.

(3) Includes 2,750,000 shares of common stock issuable pursuant to outstanding options exercisable within sixty days of March 18, 2013.

(4) Includes (i) 750,000 shares of common stock issuable pursuant to outstanding options exercisable within sixty days of March 18, 2013; (ii) 275,000 shares of common stock held by Westrock Partners; and (iii) 250,000 shares of common stock held by Conner LLP. Mr. Conner has voting and investment control over the securities owned by Conner LLP and Westrock Partners. The address of Conner LLP and Westrock Partners is 100 Park Avenue, Suite 1600 New York, New York 10017.

Equity Compensation Plan Information

The Company’s shareholders approved the Company’s 2010 Stock Incentive Plan on November 2, 2010. On December 15, 2012, the Company’s Board approved the Amended and Restated 2010 Stock Incentive Plan which increased the number of shares issuable pursuant to the Plan by 10,000,000 to 20,000,000 shares.

The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2012.

	Number of securities to be Issued upon exercise of Outstanding options, warrants And rights (a)			Weighted-average exercise Price of outstanding options, Warrants and rights (b)		Number of securities Remaining available for future Issuance under equity compensation plans (excluding securities reflected In column(a)) (c)

Equity compensation plans approved by security holders		10,345,000	⁽¹⁾	$	0.39		9,665,000
Equity compensation plans not approved by security holders		5,400,000	⁽²⁾	$	-		-
Total		12,187,500		$	0.45		2,812,500

(1) Consists of our Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), the material terms of which are described in Note 6 of the Notes to Financial Statements in Part II, Item 8 of this Form 10-K. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to the Company’s employees, officers, directors or consultants. The board of directors administers the Plans, selects the individuals to whom awards will be granted, determines the number of awards to be granted, and the term and exercise price of each award. Stock options granted pursuant to the terms of the Plans are generally granted with an exercise price of 100% of the fair market value on the date of the grant (110% for awards issued to a 10% or more stockholder). The term of the options granted under the Plans cannot be greater than 10 years; 5 years for a 10% or more stockholder. Options vest at varying rates. An aggregate of 20,000,000 shares were reserved under the Plan, of which 9,665,000 shares were available for future grant at December 31, 2012.

(2) Consists of shares available for future issuance under warrants outstanding as of December 31, 2012. The material terms of these warrants are set forth in Note 6 of the Notes to Financial Statements in Part II, Item 8 of this Form 10-K. In January 2013, the Company entered into agreements with holders of warrants exercisable for up to five million shares pursuant to which the warrants were exercised for an aggregate of 3,166,667 shares of the Company’s common stock. See Note 11 of the Notes to Financial Statements in Part II, Item 8 of this Form 10-K.

Changes in Control Arrangements

Upon a change of control options held by the Named Executive Officers immediately vest.

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

Other than the employment arrangements described above in “Executive Compensation” and the transactions described below, since January 1, 2011, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company is or will be a party:

in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years; and

in which any related person of Mimvi, Inc. had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K under the Exchange Act.

Director Independence

Our common stock is currently quoted on the OTC Bulletin Board, or the OTCBB, and OTCQB. Since neither the OTCBB nor the OTCQB has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange). Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We periodically review the independence of each director. Pursuant to this review, at this time none of our directors are independent.

Item 14. Principal Accounting Fees and Services

The following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2012 and 2011 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

	2012		2011
Audit fees	$	22,500	$	12,250
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	22,500	$	12,250

Audit Fees: Represents fees for professional services provided for the audit of our annual financial statements, services that are performed to comply with generally accepted auditing standards, and review of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

Audit-Related Fees: Represents the fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The Board of Directors considers De Joya Griffith, LLC to be well qualified to serve as our independent public accountants.

The Board of Directors acts as the audit committee of the Company and approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the "de minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

Tax Fees: This represents professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees: Our Auditor was paid no other fees for professional services during the fiscal years ended December 31, 2012 and 2011.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit No.		Exhibit
3.1		Mimvi, Inc. Articles of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008)
3.2		Certificate of Amendment to Articles of Incorporation effective as of April 12, 2010*
3.3		Bylaws of Mimvi, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008)
10.1		Form of Indemnification Agreement entered into between Mimvi, Inc. and each of its directors and executive officers.*
24.1		Power of Attorney
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		The following materials from Mimvi, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Statements of Operations, (ii) the Balance Sheets, and (iii) the Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

**Furnished herewith

(a) The following documents are filed as part of this report:

1. Financial Statements

See Index to Consolidated Financial Statements at Item 8 herein.

2. Financial Statement Schedules

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

		MIMVI, INC.
		(Registrant)

April 9, 2013	By:	/s/Michael Poutre
		Michael Poutre Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Poutre and Kevin J. Conner, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same with, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act 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.

Signature	Title	Date

/s/ Kasian Franks	Chief Visionary Officer and Director	April 9, 2013
Kasian Franks

/s/ Michael Poutre	Chief Executive Officer and Director	April 9, 2013
Michael Poutre	(Principal Executive Officer)

/s/Kevin J. Conner	Chief Financial Officer	April 9, 2013
Kevin J. Conner	(Principal Financial and Accounting Officer)

INDEX OF FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Equity (Deficit)	F-5
Cash Flow Statements	F-6

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mimvi, Inc.

We have audited the accompanying balance sheets of Mimvi, Inc. (A Development Stage Company) (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the years ended December 31, 2012 and 2011, and for the period from inception (August 7, 2007) through December 31, 2012. Mimvi, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mimvi, Inc. (A Development Stage Company) as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 and for the period from inception (August 7, 2007) through December 31, 2012 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 1 to the financial statements, the Company has incurred losses from operations, which 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 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC

Henderson, Nevada

April 1, 2013

Corporate Headquarters:

De Joya Griffith, LLC

2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

F-2

MIMVI, INC.

(A Development Stage Company)

Balance Sheets

(Audited)

	December 31,			December 31,
	2012			2011

Assets
Current assets

Cash	$	63,286		$	-
Prepaid expenses		487,083			329,467
Total current assets		550,369			329,467

Deposits		15,000			-

Total assets	$	565,369		$	329,467

Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable and accrued expenses	$	1,341,279		$	909,122
Accrued expenses due to related parties		10,790			1,126
Book overdraft		-			382
Notes payable, net of unamortized discount of $2,500		-			75,000
Notes payable due to related party		-			25,000
Total current liabilities		1,352,069			1,010,630

Total liabilities	$	1,352,069		$	1,010,630

Stockholders' deficit

Preferred stock, $0.001 par value, 50,000,000 shares authorized; zero outstanding as of December 31, 2012 and 2011, respectively		-			-

Common stock, $0.001 par value, 300,000,000 shares authorized; 62,069,672 and 42,554,985 shares issued and outstanding as of December 31, 2012 and 2011, respectively		62,070			42,555
Additional paid-in capital		12,002,614			6,697,834
Common stock escrowed as collateral for note payable		-			(62,500	)
Stock payable		8,625			-
Deficit accumulated during development stage		(12,860,009	)		(7,359,052	)
Total stockholders' deficit		(786,700	)		(681,163	)

Total liabilities and stockholders' deficit	$	565,369		$	329,467

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

F-3

MIMVI, INC.

(A Development Stage Company)

Statements of Operations

(Audited)

							Inception
	For the years ended						(August 7, 2007)
	December 31,						to December 31,
	2012			2011			2012

Revenue	$	-		$	70,575		$	89,175

Operating expenses
Stock compensation expense		3,178,144			3,125,904			8,489,757
Legal & professional fees		777,918			445,176			2,105,459
Executive compensation		424,940			35,000			469,940
Research & development		453,657			185,953			639,610
General and administrative expenses		334,063			366,150			873,333
Loss on disposal on equipment		-			8,341			8,341
Total operating expenses		5,168,722			4,166,524			12,586,440

Loss from operations		(5,168,722	)		(4,095,949	)		(12,497,265	)

Other expenses
Loss on extinguishment of debt		270,369			-			270,369
Interest expense		61,866			30,509			92,375
Total other expenses		332,235			30,509			362,744

Provision for income taxes		-			-			-

Net loss	$	(5,500,957	)	$	(4,126,458	)	$	(12,860,009	)

Weighted average number of common shares outstanding - basic		50,000,529			38,123,983

Net loss per share - basic	$	(0.11	)	$	(0.11	)

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

F-4

MIMVI, INC.

(A Development Stage Company)

Statements of Stockholders' Deficit

(Audited)

														(Deficit)
											Common			Accumulated
	Common Stock				Additional			Common			Stock			During			Total
					Paid-in			Stock			Escrowed as			Development			Stockholders’
	Shares		Amount		Capital			Payable			Collateral			Stage			Equity (Deficit)

Balance - August 7, 2007 (inception)		-	$	-	$	-		$	-		$	-		$	-		$	-

Founder's common stock issued for services		25,000,000		25,000		(15,000	)		-			-			-			10,000
Donated capital		-		-		3,119			-			-			-			3,119
Net loss		-		-		-			-			-			(13,379	)		(13,379	)
Balance, December 31, 2007		25,000,000	$	25,000	$	(11,881	)	$	-		$	-		$	-		$	(260	)

Common stock issued for cash		5,100,000		5,100		3,400			-			-			-			8,500
Donated capital		-		-		1,760			-			-			-			1,760
Net loss		-		-		-			-			-			(7,595	)		(7,595	)
Balance, December 31, 2008		30,100,000	$	30,100	$	(6,721	)	$	-		$	-		$	(20,974	)	$	2,405

Donated capital		-		-		9,000			-			-			-			9,000
Net loss		-		-		-			-			-			(12,265	)		(12,265	)
Balance, December 31, 2009		30,100,000	$	30,100	$	2,279		$	-		$	-		$	(33,239	)	$	(860	)

Common stock subscriptions received		-		-		-			30,000			-			-			30,000
Common stock issued for cash		1,010,000		1,010		503,990			-			-			-			505,000
Common stock issued for services		1,800,000		1,800		548,753			-			-			-			550,553
Issuance of options to purchase common stock		-		-		1,635,156			-			-			-			1,635,156
Donated capital		-		-		23,750			-			-			-			23,750
Net loss		-		-		-			-			-			(3,199,355	)		(3,199,355	)
Balance, December 31, 2010		32,910,000	$	32,910	$	2,713,928		$	30,000		$	-		$	(3,232,594	)	$	(455,756	)

Deferred stock compensation		-		-		360,936			-			-			-			360,936
Issuance of common shares		-		-		-			(30,000	)		-			-			(30,000	)
Common shares issued for services		7,999,000		7,999		3,206,811			-			-			-			3,214,810
Common shares issued for cash		1,275,985		1,277		331,229			-			-			-			332,506
Common shares issued for interest		120,000		120		22,680			-			-			-			22,800
Common shares escrowed as collateral for loan		250,000		250		62,250			-			(62,500	)		-			-
Net loss		-		-		-			-			-			(4,126,458	)		(4,126,458	)
Balance, December 31, 2011		42,554,985	$	42,555	$	6,697,834		$	-		$	(62,500	)	$	(7,359,052	)	$	(681,163	)

Stock compensation		-		-		2,342,390			-			-			-			2,342,390
Common shares issued for cash		13,450,000		13,450		1,421,550			-			-			-			1,435,000
Common shares issued for interest		95,000		95		10,905			-			-			-			11,000
Common shares issue
Common shares issued for services		4,120,000		4,120		1,008,350			-			-			-			1,012,470
Common shares issued for conversion/debt		1,849,687		1,850		546,585			-			-			-			548,435
Common shares released from escrow		-		-		(25,000	)		-			62,500			-			37,500
Common shares payable		-		-		-			8,625			-			-			8,625
Net loss		-		-		-			-			-			(5,500,957	)		(5,500,957	)
Balance, December 31, 2012		62,069,672	$	62,070	$	12,002,614			8,625		$	-		$	(12,860,009	)	$	(786,700	)

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

F-5

MIMVI, INC.

(A Development Stage Company)

Statements of Cash Flows

(Audited)

							Inception
	For the years ended						(August 7, 2007)
	December 31,						to December 31,
	2012			2011			2012

Cash flows from operating activities:
Net loss	$	(5,500,957	)	$	(4,126,458	)	$	(12,860,009	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation		-			4,941			7,450
Loss on extinguishment of debt		270,369			-			270,369
Non-cash interest expense		54,281			22,800			77,081
Loss on disposal of equipment		-			8,341			8,341
Debt discount on notes payable		2,500			5,000			7,500
Stock compensation for services		3,363,484			3,246,278			8,805,470
(Increase) decrease in operating assets
Accounts receivable		-			18,600			-
Prepaid expenses		(157,616	)		27,570			(157,616	)
Deposits		(15,000	)		-			(15,000	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses related parties		10,790			-			10,790
Accounts payable and accrued expenses		500,817			396,149			1,411,065
Net cash flows used in operating activities		(1,471,332	)		(396,778	)		(2,434,559	)

Cash flows from investing activities:
Purchase of property and equipment		-			-			(15,791	)
Net cash flows used in investing activities		-			-			(15,791	)

Cash flows from financing activities:
Proceeds from issuance of common stock		1,435,000			302,505			2,251,005
Proceeds from notes payable		132,000			97,000			229,000
Payments of notes payable		(39,300	)		(27,000	)		(66,200	)
Proceeds from note payable - related party		-			25,000			25,000
Proceeds from convertible note		7,300			-			7,300
Book overdraft		(382	)		(727	)		-
Donated capital		-			-			37,629
Common stock payable		-			-			30,000
Net cash flows provided by financing activities		1,534,618			396,778			2,513,634

Net increase in cash		63,286			-			63,286

Cash and cash equivalents, beginning of period		-			-			-

Cash and cash equivalents, end of period	$	63,286		$	-		$	63,286

Supplemental cash flow disclosures:
Interest paid	$	7,585		$	-		$	7,585
Income taxes paid	$	-		$	-		$	-

Supplemental non-cash investing and financing activities:
Increase in prepaid common stock compensation	$	487,083		$	1,081,250		$	487,083
Common stock issued to satisfy loan payable - related party	$	25,000		$	-		$	25,000
Common stock issued for conversion of debt	$	515,325		$	-		$	515,325
Common stock issued to satisfy accounts payable	$	28,000		$	-		$	28,000
Common stock issued to satisfy common stock payable	$	-		$	30,000		$	-
Common stock issued for executive compensation	$	157,270		$	-		$	157,270
Number of common shares issued for executive compensation (post-split)		1,050,000			-			26,050,000
Number of common shares issued for extinguishment of debt		1,334,843			-			-

The accompanying notes are an integral part of these financial statements

F-6

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 1 - Organization and Nature of Business

Mimvi, Inc. (“the Company”) was formed on August 7, 2007 (date of inception) under the laws of the State of Nevada. The Company is a technology company that develops advanced algorithms and technology for mobile applications and mobile Internet related technology and personalized search, recommendation and discovery services to consumers and business enterprise. The Company’s personalization technology automates the organization of mobile content. As of December 31, 2012, the Company is a development stage company with limited revenues, net losses from operations and negative cash flows from operations.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of December 31, 2012, the Company had an accumulated deficit of $12,860,009. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2012 and 2011.

Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2012 and 2011.

F-7

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-599, Revenue Recognition, Overall, SEC Materials ("Section 605-10-599"). Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2012 and 2011. The Company did not engage in any transaction involving derivative instruments.

Net Loss per Share Calculation

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the years ended December 31, 2012 and 2011 were 50,000,529 and 38,123,983, respectively.

Income Taxes

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

Recently Issued Accounting Pronouncements

As of and for the years ended December 31, 2012 and 2011, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its consolidated financial condition or consolidated results of operations.

Note 3 – Concentrations

For the year ended December 31, 2011, one customer accounted for 100% of the Company’s revenues.

F-8

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 4 – Notes Payable

As of December 31, 2012, there were no outstanding notes payable.

As of December 31, 2011, the Company maintained short term demand notes payable of $100,000 at interest rates of 12.5%. One of the notes payable is collateralized by 250,000 shares of common stock of the Company due to mature in August 2012. See Note 7 – Related Party Transactions.

In April 2012, for one of the notes due in January 2012, the note holder filed a lawsuit and was awarded a judgment against the Company for payment of principal of $57,500 plus interest and legal fees. On September 20, 2012 a total of $74,903 was settled with common shares valued at $262,159 recognizing a loss on settlement of $187,256.

As of December 31, 2012 and 2011, $61,866 and $30,509, respectively was recorded as interest expense.

Note 5 – Stockholders’ Deficit

Preferred Stock

As of December 31, 2012 and 2011, the Company had no preferred shares outstanding. The Company's articles of incorporation authorize the Company to issue up to 50,000,000 shares of $0.001 par, preferred shares having preferences to be determined by the board of directors for dividends, and liquidation of the Company's assets.

Common Stock

As of December 31, 2012 and 2011, the Company had 300,000,000, $0.001 par value shares of common stock authorized. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends.

On August 7, 2007 the Company issued 10,000,000 shares of its $0.001 par value common stock as founders’ shares to an officer and director in exchange for services rendered valued at $10,000.

On August 13, 2007, an officer and director of the Company donated cash in the amount of $200. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On September 13, 2007, an officer and director of the Company donated cash in the amount of $2,500. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On October 19, 2007, an officer and director of the Company donated cash in the amount of $120. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On November 9, 2007, an officer and director of the Company donated cash in the amount of $299. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On February 22, 2008, an officer and director of the Company donated cash in the amount of $600. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On March 7, 2008, an officer and director of the Company donated cash in the amount of $160. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On April 16, 2008, an officer and director of the Company donated cash in the amount of $1,000. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On April 17, 2008, the Company issued an aggregate of 5,100,000 shares of its $0.001 par value common stock for total cash of $8,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

F-9

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 5 – Stockholders’ Deficit, (continued)

On December 31, 2009, a former officer and director agreed to assume $9,000 of accounts payable and notes payable of the Company. The entire amount is not expected to be repaid to the officer and director and is considered to be additional paid -in capital.

On January 15, 2010, Kasian Franks acquired from Ms. Evelyn Meadows an aggregate of 10,000,000 shares of common stock in a private transaction not involving the Company. By virtue of this transaction, Mr. Franks obtained a controlling 98.3% ownership interest in Fashion Net, Inc.

On January 16, 2010, the Company entered into an agreement with Ventana Capital Partners, Inc (“Ventana”). Under the agreement, Ventana is to provide investor relation services. In exchange for these services, Ventana received 50,000 restricted shares of common stock and 2,500,000 five year warrants with an exercise price of $0.50.

On January 16, 2010, the Company entered into an agreement with Capital Group Communications, Inc (“CGC”). Under the agreement, CGC is to assist the Company to better develop investor recognition and awareness in the public capital markets. In exchange for these services, CGC will receive 50,000 restricted shares of common stock and 2,500,000 five year warrants with an exercise price of $0.50.

On February 24, 2010, the Company entered in to an agreement with Vincent & Rees law firm to provide securities and business advisory matters and completing all other legal work associated with these items for 600,000 restricted shares to be issued upon the completion of the stock split and name change of the Company.

Effective March 4, 2010, the President voluntary cancelled 270,000,000 shares of his outstanding common stock of the Company which were canceled and returned to the pool of the Company’s authorized and unissued shares of common stock. Since the shares under this agreement have been cancelled without the exchange of consideration to reduce number of shares outstanding, the Company considered the change in capital structure from the cancellation agreement in substance a reverse stock split. In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as a reduction to the par value of common stock with a corresponding increase to additional paid-in capital.

On May 28, 2010, the Company entered into an agreement with Winthorp Capital Group, LLC to provide strategic and business advisory matters for 100,000 restricted shares.

Effective June 30, 2010, the President voluntary cancelled 5,000,000 shares of his outstanding common stock of the Company which were canceled and returned to the pool of the Company’s authorized and unissued shares of common stock. Since the shares under this agreement have been cancelled without the exchange of consideration to reduce number of shares outstanding, the Company considered the change in capital structure from the cancellation agreement in substance a reverse stock split. In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as a reduction to the par value of common stock with a corresponding increase to additional paid-in capital.

On July 1, 2010, the Company entered into an agreement with NBT Communications to provide investor relations and business advisory matters for 1,000,000 restricted shares.

On July 26, 2010, the Company issued 800,000 shares of its common stock on various dates throughout the quarter through private placements. The shares were issued at $0.50 per share for an aggregate of $400,000.

On July 26, 2010, the Company issued 1,800,000 shares of its common stock on various dates throughout the quarter for services performed valued at $548,753.

On November 3, 2010, as compensation for their services the board granted to Mr. Franks, Chairman of the Board, options to purchase 2,000,000 shares of our common stock at an exercise price of $0.45 and Mr. Stoppenhagen, former CFO, options to purchase 1,750,000 shares of our common stock at an exercise price of $0.45.

During the quarter ended December 31, 2010, the Company issued 210,000 shares of its common stock on various dates throughout the quarter through private placements. The shares were issued at $0.50 per share for an aggregate of $105,000.

F-10

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 5 – Stockholders’ Deficit, (continued)

On February 2, 2011, the Company issued 60,000 shares of its common stock to an investor in exchange for an aggregate purchase price of $30,000.

On February 15, 2011, the Company issued 60,000 shares of its common stock to an investor in exchange for an aggregate purchase price of $30,000; monies had been received in prior year.

On February 16, 2011, the Company issued 1,500,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $750,000.

On March 8, 2011, the Company issued 1,400,000 shares of its common stock to six consultants in exchange for services rendered with a fair value of $1,260,000.

On March 15, 2011, the Company issued 50,000 shares of its common stock to an investor in exchange for an aggregate purchase price of $25,000.

On March 31, 2011, the Company issued 50,000 shares of its common stock to an investor in exchange for an aggregate purchase price of $25,000.

On April 18, 2011, the Company issued 750,000 shares of its common stock to three consultants in exchange for services rendered with a fair value of $322,500.

On May 9, 2011, the Company issued 300,000 shares of its common stock to an investor in exchange for an aggregate purchase price of $150,000

On June 10, 2011, the Company issued 150,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $28,500.

On June 21, 2011, the Company issued 1,574,000 shares of its common stock to two consultants in exchange for services rendered with a fair value of $299,060.

On August 16, 2011, the Company issued 250,000 shares of its common stock with a fair value of $62,500 as collateral for a secured promissory note with a principal amount of $25,000. The shares are currently being held in escrow during the term of the note.

On September 6, 2011, the Company issued 625,000 shares of its common stock to three (3) consultants in exchange for services rendered with a fair value of $156,250.

On September 13, 2011, the Company issued 700,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $175,000.

On September 20, 2011, the Company issued 266,700 shares of its common stock to three (3) investors in exchange for an aggregate purchase price of $30,005.

On September 28, 2011, the Company issued 275,000 shares of its common stock to two (2) investors in exchange for an aggregate purchase price of $27,500.

On October 11, 2011, the Company issued 750,000 shares of its common stock to one (1) consultants in exchange for services rendered with a fair value of $142,500.

On November 3, 2011, the Company issued 400,000 shares of its common stock to two (2) consultants in exchange for services rendered with a fair value of $72,000.

F-11

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 5 – Stockholders’ Deficit, (continued)

On November 8, 2011, the Company issued 90,000 shares of its common stock for interest to three note holders with a fair value of $18,300.

On November 17, 2011, the Company issued 30,000 shares of its common stock for interest to three note holders with a fair value of $4,500.

On November 22, 2011, the Company issued 150,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $9,000.

On December 16, 2011, the Company issued 214,285 shares of its common stock to one (1) investor in exchange for an aggregate purchase price of $15,000.

For the year ended December 31, 2012:

On January 24, 2012, the Company issued 20,000 shares of its common stock for interest to a note holder with a fair value of $1,800.

On February 01, 2012, the Company issued 50,000 shares of its common stock for interest to a note holder with a fair value of $3,500.

On March 12, 2012, the Company issued 2,500,000 shares of its common stock to one investor in exchange for an aggregate purchase price of $250,000. In addition, the investor was granted a warrant to purchase 2,500,000 shares of the Company’s Common Stock at $0.25 per share.

On March 12, 2012, the Company issued 800,000 shares of its common stock to the CEO of the Company in exchange for services rendered with a fair value of $73,600.

On March 12, 2012, the Company issued 250,000 shares of its common stock to a consultant in exchange for services to be rendered with a fair value of $142,500. These shares are to be earned ratable over a six month period subject to forfeiture. An adjustment was made on a quarterly basis in order to recognize their fair value. As of September 30, 2012, these had been fully earned and expensed. A total of $83,670 was recognized as expense and additional paid-in capital was decreased by $58,830.

On March 28, 2012, the Company issued 50,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $25,000.

On March 28, 2012, the Company issued 50,000 shares of its common stock to an employee as a bonus in 2012 with a fair value of $25,000.

On May 1, 2012, the Company issued and sold 25,000 shares of its common stock to one accredited investor for an aggregate purchase price of $2,500.

On May 18, 2012, the Company issued 200,000 shares of its common stock to a consultant for consideration of an extension for payment of accounts payable with a fair value of $56,000.

On May 21, 2012, the Company issued and sold 500,000 shares of its common stock to one accredited investor for an aggregate purchase price of $50,000. In addition, the investor was granted a warrant to purchase 500,000 shares of the Company’s Common Stock at $0.25 per share.

On June 8, 2012, the Company issued 10,000 shares of its common stock to a current note holder for consideration of extending the due date through September 2012. The total value of $2,250 has been recorded as interest expense as of September 30, 2012.

On June 18, 2012, the Company issued 15,000 shares of its common stock to a current note holder for consideration of extending the due date through September 2012. The total value of $3,450 has been recorded as interest expense as of September 30, 2012.

F-12

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 5 – Stockholders’ Deficit, (continued)

On July 2, 2012, the Company issued 50,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $14,000.

On July 5, 2012, the Company issued 1,000,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $230,000.

On July 10, 2012, the Company issued 100,000 shares of its common stock to a vendor to satisfy its outstanding accounts payable for a fair value of $28,000.

On July 18, 2012, the Company issued and sold 100,000 shares of its common stock to one accredited investor for an aggregate purchase price of $10,000.

On July 23, 2012, the Company issued and sold 250,000 shares of its common stock to one accredited investor for an aggregate purchase price of $25,000.

On July 31, 2012, the Company issued and sold 1,000,000 shares of its common stock to two accredited investors for an aggregate purchase price of $50,000.

On August 6, 2012, the Company issued and sold 25,000 shares of its common stock to one accredited investor for an aggregate purchase price of $2,500.

On August 6, 2012, the Company issued 300,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $75,000.

On August 13, 2012, the Company issued and sold 500,000 shares of its common stock to one accredited investor for an aggregate purchase price of $25,000.

On August 15, 2012, the Company issued and sold 1,100,000 shares of its common stock to one accredited investor for an aggregate purchase price of $110,000.

On August 15, 2012, the Company issued 100,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $15,000.

On September 5, 2012, the Company issued and sold 1,000,000 shares of its common stock to one accredited investor for an aggregate purchase price of $100,000.

On September 20, 2012, the Company issued and sold 1,234,843 shares of its common stock to one accredited investor for an aggregate purchase price of $345,756. These shares were issued in conjunction with a transaction that satisfied two term notes and the outstanding judgment. A total of $246,968 loss on debt extinguishment was recognized.

On September 24, 2012, the Company issued and sold 500,000 shares of its common stock to one accredited investor for an aggregate purchase price of $50,000.On September 28, 2012, the Company issued and sold 2,650,000 shares of its common stock to three accredited investors for an aggregate purchase price of $265,000.

On October 9, 2012, the Company issued and sold 500,000 shares of its common stock to an accredited investors in exchange for an aggregate purchase price of $50,000.

F-13

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 5 – Stockholders’ Deficit, (continued)

On October 11, 2012, the Company issued 100,000 shares of its common stock to consultant in exchange for services rendered with a fair value of $48,000.

On October 26, 2012, the Company issued and sold 1,250,000 shares of its common stock to two accredited investors in exchange for an aggregate purchase price of $125,000.

On October 29, 2012, the Company issued 120,000 shares of its common stock to consultant in exchange for services rendered with a fair value of $43,200.

On November 1, 2012, the Company issued 100,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $34,000.

On November 1, 2012, the Company agreed to issue 25,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $8,625, these shares have yet to be issued and are recorded as stock payable.

On November 9, 2012, the Company issued and sold 200,000 shares of its common stock to one accredited investor in exchange for an aggregate purchase price of $50,000.

On November 19, 2012, the Company issued and sold 750,000 shares of its common stock to one accredited investor in exchange for an aggregate purchase price of $150,000.

On December 10, 2012, the Company issued 1,000,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $290,000.

On December 24, 2012, the Company issued and sold 600,000 shares of its common stock to three accredited investors in exchange for an aggregate purchase price of $120,000.

Note 6 – Warrants and Options

Stock Option Plans

The Company's employee stock option plans (the "Plans") provide for the grant of non-statutory or incentive stock options to the Company's employees, officers, directors and consultants.The 2010 Stock Incentive Plan, as amended and restated effective October 5, 2012 (“the Plan”), provides for the grant of options to purchase shares of common stock, restricted stock, stock appreciation rights (“SARs”) and restricted stock units (rights to receive, in cash or stock, the market value of one share of our common stock). Incentive stock options (“ISOs”) may be granted only to employees. Nonstatutory stock options and other stock-based awards may be granted to officers, employees, non-employee directors and consultants.

As of December 31, 2012, subject to certain adjustments; 20,000,000 shares of the Company’s common stock have been authorized for issuance under the Plan of which 9,655,000 shares were available for future grant. Shares authorized under the Plan will be available for issuance pursuant to options or awards granted under the Plan. The Company’s Board of Directors administers the Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the Plan generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the Plan cannot be greater than 10 years. Options vest at varying rates generally over three to five years.

F-14

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 6 – Warrants and Options, continued

The following table summarizes activity in the Company's stock option plan during the years ended December 31, 2012 and 2011:

	Options for			Weighted Average
	Common Shares			Exercise Price
Outstanding as of December 31, 2010		7,187,500		$	0.45
Granted		-			-
Exercised		-			-
Cancelled		-			-
Forfeited		-			-
Expired		-			-

Outstanding as of December 31, 2011		7,187,500		$	0.45

Granted		5,845,000		$	0.39
Exercised		-			-
Cancelled		-			-
Forfeited		(2,687,500	)	$	0.45
Expired		-			-
Outstanding as of December 31, 2012		10,345,000		$	0.42
Exercisable as of December 31, 2012		6,872,085

On November 3, 2010, the Company granted 7,187,500 stock options to certain officers and consultants of the Company at $0.45 per share. The term of these options are ten years. A total of 3,750,000 stock options valued at $1,632,810 vest immediately and 3,437,500 valued at $1,496,743 vest quarterly over a four year period. During the year ended December 31, 2012, 1,790,363 stock options were forfeited by certain consultants who no longer provide services to the Company.

During the year ended December 31, 2012, the Company issued 5,745,000 options to purchase common shares at a weighted average exercise price of $.39 as follows:

On May 3, 2012, the Company granted 250,000 stock options to a consultant valued at $50,000 using the Black-Scholes option model with the following assumptions: estimated expected life of 3 years; risk free interest rate of 0.40%; dividend yield of 0% and expected volatility of 350%. These options vested immediately.

F-15

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 6 – Warrants and Options, continued

On August 28, 2012, the Company granted 350,000 stock options to two consultants valued at $49,000 using the Black Scholes option model with the following assumptions: estimated expected life of 3 years; risk free interest rate of 0.36%; dividend yield of 0% and expected volatility of 350%. A total of 250,000 stock options valued at $35,000 vest over a two year period. A total of 100,000 stock options valued at $14,000 vest over a one year period.

On October 5, 2012, the Company granted 4,100,000 stock options to three employees and five consultants valued at $1,639,180 using the Black Scholes option model with the following assumptions: estimated expected life of 3 years; risk free interest rate of 0.34%; dividend yield of 0% and expected volatility of 400%. All of the stock options vest: 50% immediately and 1/24th on November 5, 2012 and each 5th of the month thereafter.

On November 5, 2012, the Company granted 45,000 stock options to a consultant valued at $11,113 using the Black-Scholes option model with the following assumptions: estimated expected life of 3 years; risk free interest rate of 0.34%; dividend yield of 0% and expected volatility of 400%. These options vest 100% immediately.

On November 27, 2012, the Company granted 1,000,000 stock options to an employee valued at $339,800 using the Black-Scholes option model with the following assumptions: estimated expected life of 3 years; risk free interest rate of 0.38%; dividend yield of 0% and expected volatility of 400%. These options vest: 50% immediately and 25% on the anniversary dates; November 27, 2013 and November 27, 2014.

For the years ended December 31, 2012 and 2011, the Company recorded $1,479,631 and $364,248 as stock compensation expense for these options, respectively.

Warrants

The following table summarizes activity in the Company's stock option plan during the years ended December 31, 2012 and 2011:

	Warrants for		Weighted Average
	Common Shares		Exercise Price
Outstanding as of December 31, 2010		5,000,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited		-		-
Cancelled		-		-
Expired		-		-
Outstanding as of December 31, 2011		5,000,000
Granted		12,240,000	$	0.26
Exercised		-		-
Forfeited		-		-
Cancelled		-		-
Expired		-		-
Outstanding/exercisable as of December 31, 2012		17,240,000	$	0.33

F-16

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 6 – Warrants and Options, continued

In January 2010, the Company issued 5,000,000 warrants to consultants with the weighted average exercise price of the grants of $0.50 per share. The vesting period on these grants was immediate. The fair value of these warrants was determined to be a nominal value. The value of these warrants estimated by using the Black-Scholes option pricing model with the following assumptions: expected life of 5 years; risk free interest rate of 2.44%; dividend yield of 0% and expected volatility of 25%. To account for such grants to non-employees, the Company recorded stock compensation expense of $535.

For the year ended December 31, 2012, the Company issued warrants to purchase 12,240,000 shares of its common stock at an average exercise price of $0.26.

As of December 31, 2012, the Company maintained total outstanding warrants to purchase 17,240,000 shares of its common stock at an average exercise price of $0.33 per share.

Note 7 – Related party transactions

On August 16, 2012, the short term note payable to a related party of $25,000 and accrued interest of $3,370, collateralized by 250,000 shares of common stock of the Company matured. Effective August 16, 2012, the shares that were being held in escrow valued at $62,500 were released to the note holder. The fair value of the common shares issued as of the date of settlement was $37,500. The difference between the fair value of the shares and the debt settled was recorded as a reduction of additional paid-in capital in the amount of $25,000 and additional interest expense of $9,130.

Note 8 – Income Taxes

As of December 31, 2012 and 2011, the Company had a net operating loss (NOL) carryforward of approximately $4,370,252 and $2,047,440, respectively, adjusted for stock based compensation and certain other non-deductible items available to reduce future taxable income, if any. The NOL carryforward begins to expire in 2029, and fully expires 2032. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward , by having taxable income, a valuation allowance has been established at December 31, 2012 and 2011 to reduce the tax benefit asset value to zero.

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:

	December 31,
	2012			2011
Deferred tax assets		1,529,588			716,604
Valuation allowance		(1,529,588	)		(716,604	)
Total deferred tax assets	$	-		$	-

The valuation allowance for deferred tax assets as of December 31, 2012 and 2011 was $1,529,588 and $716,604, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2012 and 2011, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2012 and 2011:

Federal statutory tax rate	(35.0	)%
Permanent difference and other	35.0	%
Effective tax rate	0.0	%

F-17

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 9 – Commitments and Contingencies

Rental Agreements

The Company leases two (2) offices under signed agreements located in Sunnyvale, California and Westlake Village, California. The monthly rental payments under the agreements are approximately $4,200. The term of the agreements are for one year with the end date set to December 31, 2014.

The minimum lease payments under these agreements are as follows:

Year ending 12/31/13	$	49,752
Year ending 12/31/14		46,595
Total	$	95,347

Note 10 – Concentration of Credit Risk

As of December 31, 2012

The Company did not maintain cash deposits at financial institutions less than the federally insured limit.

As of December 31, 2011

The Company did not maintain cash deposits at financial institutions in excess of the federally insured limits.

The Company owed $100,000 on notes payable plus accrued interest.

Note 11 - Subsequent Events

Completion of the Merger with Lone Wolf, Inc.

On January 7, 2013, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Lone Wolf, with Lone Wolf being the surviving corporation. Upon completion of the Merger, Lone Wolf became a wholly-owned subsidiary of the Company.

At the effective time and as a result of the Merger, (i) each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time was automatically converted into one share of common stock of Lone Wolf, and (ii) each share of common stock of Lone Wolf (other than shares held by stockholders who have perfected and not withdrawn a demand for appraisal rights under California law) was canceled and converted automatically into the right to receive approximately 0.0530908 of a share of Mimvi (the “Per Share Merger Consideration”).

Issuance of Common Stock

On January 3, 2013, the Company issued 100,000 shares of its common stock to consultant in exchange for services rendered with a fair value of $35,000.

On January 7, 2013, the Company entered into a series of transactions with consultants to the Company as follows:

The Company entered into two separate settlement agreements with consultants. After the following transactions; the consultants hold 3,166,667 warrants to purchase common stock of the Company.

The Company issued 2,875,000 shares of its common stock to two consultants in a cash-less exercise of warrants issued to them in January 2010.

The Company issued a warrant for the right to purchase 1,500,000 common shares at a per share price of $.10.

The Company issued a warrant for the right to purchase 2,000,000 common shares at a per share price of $.10. Immediately upon the grant of this warrant, the consultant exercised the warrant and the Company issued 2,000,000 common shares in exchange for $200,000.

On January 12, 2013, the Company issued and sold 250,000 shares of its common stock to two accredited investors for an aggregate purchase price of $50,000.

F-18

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012

Note 11 - Subsequent Events, continued

On January 29, 2013, the Company issued 100,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $35,000.

On February 1, 2013, the Company issued and sold 125,000 shares of its common stock to an accredited investor for an aggregate purchase price of $25,000.

On February 6, 2012, the Company issued 750,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $255,000.

On February 8, 2013, the Company issued and sold 250,000 shares of its common stock to two accredited investors for an aggregate purchase price of $50,000.

On March 1, 2013, the Company issued 367,865 shares of its common stock to a consultant in exchange for services rendered with a fair value of $73,573.

On March 8, 2013, the Company issued 300,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $75,000.

On March 18, 2013, the Company issued 100,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $22,000.

On April 1, 2013, the Company issued 100,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $19,000.

F-19

EXHIBIT INDEX

Exhibit No.		Exhibit
3.1		Mimvi, Inc. Articles of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008)
3.2		Certificate of Amendment to Articles of Incorporation effective as of April 12, 2010*
3.3		Bylaws of Mimvi, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008)
10.1		Form of Indemnification Agreement entered into between Mimvi, Inc. and each of its directors and executive officers.*
24.1		Power of Attorney
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		The following materials from Mimvi, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Statements of Operations, (ii) the Balance Sheets, and (iii) the Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

**Furnished herewith