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 Quarterly Report.

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 - "Basis of Presentation and Summary of Significant Accounting Policies" to the Financial Statements contained in Part I of this Form 10-Q document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Recent Developments

Mimvi has initiated several development, marketing and engineering efforts with Microsoft Corp. that we expect will combine Mimvi's proprietary search and discovery technology with Microsoft's Azure Cloud platform, Windows 8 and Windows Phone 8 product lines - including Microsoft Surface tablets and other devices.

The first of these initiatives is the development of "Mimvi Mobile App Search" for Windows Phone 8, a mobile app that enables Microsoft consumers to search, discover and receive recommendations for mobile apps, mobile content, and mobile products. In addition, Microsoft and Mimvi are jointly promoting the Microsoft Azure Cloud Platform in hosting and delivery services for mobile apps. Below are screenshots of Mimvi Mobile App Search which the Company expects to release in late November.

Mimvi is also working with other groups within Microsoft to develop search, discovery, recommendation and social media technologies for applications on a wider range of Microsoft products and platforms. This collaboration we believe will help other developers migrate their solutions to the Microsoft Phone 8 and Windows Azure platforms opening up their applications to run on over 400 million Microsoft desktops and tablets worldwide.

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Agreement and Plan of Merger

On August 6, 2012, Mimvi, Inc. (the "Company"), and Wolf Acquisition Corporation, a California corporation and wholly-owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lone Wolf, Inc., a California corporation ("Lone Wolf"), Eric Rice and DFM Agency, LLC as the Principal Shareholders and Eric Rice as the representative of the equity holders of Lone Wolf.

Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Merger Sub will merge with and into Lone Wolf with Lone Wolf continuing as the surviving corporation and wholly-owned subsidiary of the Company in the merger (the "Merger"). At the effective time of the Merger, each share of Lone Wolf Common and Preferred Stock that is issued and outstanding immediately prior to the effective time of the Merger, other than issued and outstanding Lone Wolf Capital Stock that is owned by (i) the Company or Merger Sub, (ii) Lone Wolf as treasury stock or any direct or indirect wholly-owned subsidiary of Lone Wolf or
(iii) shareholders that have perfected appraisal rights under California law, will be automatically converted into the right to receive aggregate consideration of 3,800,000 shares of Common Stock of the Company (the "Stock Merger Consideration"). In addition, at the effective time of the Merger, each outstanding option, warrant or other right to acquire Lone Wolf Common Stock, whether or not then vested or exercisable, will be automatically canceled and shall cease to be outstanding, and no consideration shall be delivered in exchange therefore. Fifty percent (50%) of the Merger Consideration shall be placed in escrow for twenty-four (24) months as security for the indemnification obligations of Lone Wolf's shareholders under the Merger Agreement.

The Merger Agreement contains customary representations, warranties and covenants of the Company, and Merger Sub on the one hand and of Lone Wolf and the Principal Shareholders on the other hand, including, among other things, covenants regarding: (i) the conduct of the business of Lone Wolf and its subsidiaries prior to the consummation of the Merger; (ii) the use of the parties' reasonable best efforts to cause the Merger to be consummated, including the abstention by Lone Wolf from soliciting, providing information or entering into discussions concerning alternative acquisition proposals relating to Lone Wolf and the solicitation of the consent of the shareholders of Lone Wolf to the Merger.

The representations, warranties, covenants and agreements of the Company and Lone Wolf contained in the Merger Agreement have been made (i) only for purposes of the Merger Agreement, (ii) have been qualified by confidential disclosures made to the other party in disclosure letters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included as an exhibit to this Current Report on Form 8-K only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. As of November 19, 2012, the merger has yet to be completed.

As of September 30, 2012, the Company advanced Lone Wolf $79,000 under a promissory note that matures December 31, 2012.

Three Months Ended September 30, 2012 compared with Three Months Ended September 30, 2011

Revenue

For the three months ended September 30, 2012, we realized revenue of $0 compared to $10,055 for the three months ended September 30, 2011, a decrease of $10,055 or 100%. The decrease was primarily due to termination of the enterprise consulting contract with one customer.

Operating Expenses

For the three months ended September 30, 2012, our operating expenses increased to $610,106 compared to $439,435 for the three months ended September 30, 2011, an increase of $170,671 or 39%. This increase in the operating expenses was primarily due to the increase in stock compensation paid to various consultants that provided legal, management, accounting, and technology consulting services on behalf of the Company. All of the restricted common shares issued were priced at fair value based on the trading price of our stock on the date of issuance or revalued at the end of the quarter as the shares were earned ratably over a six month period beginning in March 2012.

For the three months ended September 30, 2012, legal and professional fees decreased to $172,004 compared to $280,734 for the three months ended September 30, 2011, a decrease of $108,730 or 31%.

For the three months ended September 30, 2012, executive compensation increased to $58,150 compared to $0 for the three months ended September 30, 2011, an increase of $58,150 or 100% primarily due to the addition of the Founder/Chief Visionary Officer and our Chief Executive Officer as employees of the Company in the fourth quarter of 2011.

For the three months ended September 30, 2012, general and administrative expenses decreased to $63,231 compared to $68,467 for the three months ended September 30, 2011, a decrease of $5,236 or 8% primarily due to an decrease in investor relations expenses,

For the three months ended September 30, 2012, interest expense increased to $25,099 compared to $0 for the three months ended September 30, 2011, an increase of $25,099 or 100% primarily due to the accrued interest requirements on our outstanding notes payable.

For the three months ended September 30, 2012, loss on the extinguishment of debt increased to $224,969 compared to $0 for the three months ended September 30, 2011, an increase of $224,969 or 100% primarily due to settlement agreements we entered into to satisfy our term notes and the outstanding judgment. All these transactions were subject to fair value measurements on the date of the settlement agreement and the related date we issued our common stock.

Net Loss

For the three months ended September 30, 2012, we incurred a net loss of $860,174, or ($0.02) per share compared to a net loss of $429,380 or ($0.01) per share for the three months ended September 30, 2011. The increase was primarily due to the increase in stock based compensation, and the changes in the operating expenses as described above.

Nine Months Ended September 30, 2012 compared with Nine Months Ended September 30, 2011

Revenue

For the nine months ended September 30, 2012, we realized revenue of $0 compared to $61,375 for the nine months ended September 30, 2011, a decrease of $61,375 or 100%. The decrease was primarily due to termination of the enterprise consulting contract with one customer.

Operating Expenses

For the nine months ended September 30, 2012, our operating expenses decreased to $1,838,838 compared to $3,178,330 for the three months ended September 30, 2011, a decrease of $1,339,492 or 42%. This decrease in operating expenses was primarily due to the decrease in legal/professional fees and stock compensation paid to various consultants that provided legal, management, accounting, and technology consulting services on behalf of the Company. All of the restricted common shares issued were priced at fair value based on the trading price of our stock on the date of issuance or revalued at the end of the quarter as to certain restricted common shares that were earned ratably over a nine month period starting in March 2012.

For the nine months ended September 30, 2012, legal and professional fees decreased to $549,967 compared to $2,174,361 for the nine months ended September 30, 2011, a decrease of $1,624,394 or 75% primarily due a change in legal counsel in 2012 and because we ceased accruing significant consulting fees in 2011 for consultants that no longer provide services to the Company.

For the nine months ended September 30, 2012, executive compensation increased to $177,440 compared to $0 for the nine months ended September 30, 2011, an increase of $177,440 or 100% primarily due to the addition of the Founder/Chief Visionary Officer and our Chief Executive Officer as employees of the Company in the fourth quarter of 2011.

For the nine months ended September 30, 2012, general and administrative expenses increased to $162,850 compared to $126,541 for the nine months ended September 30, 2011, an increase of $36,309 or 29%. This increase is primarily due to an increase in investor relations expenses and technology services expenses as we continue to expand our website.

For the nine months ended September 30, 2012, interest expense increased to $61,629 compared to $0 for the nine months ended September 30, 2011, an increase of $61,629 or 100%. This increase is due to the accrued interest requirements on our outstanding notes payable.

For the three months ended September 30, 2012, loss on the extinguishment of debt increased to $224,969 compared to $0 for the three months ended September 30, 2011, an increase of $224,969 or 100% primarily due to settlement agreements we entered into to satisfy our term notes and the outstanding judgment. All these transactions were subject to fair value measurements on the date of the settlement agreement and the related date we issued our common stock.

Net Loss

For the nine months ended September 30, 2012, we incurred a net loss of $2,125,436 or ($0.04) per share compared to a net loss of $3,116,955 or ($0.08) per share for the nine months ended September 30, 2011. The decrease was primarily due to the decrease in legal/professional fees and stock compensation, and the changes in the operating expenses as described above.

Liquidity and Capital Resources

As of September 30, 2012, we had total current assets of $560,886 consisting of $300,136 in cash and $260,750 of prepaid stock compensation. We had total current liabilities of $1,186,604 consisting of accounts payable/accrued expenses of $1,058,004; due to related parties of $28,600 and notes payable of $100,000. All other term notes payable and the judgment that was outstanding as of June 30, 2012 have been satisfied.

We currently have limited funds to pay our current liabilities. Should one or more of our creditors seek or demand payment, 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 impacting our ability to continue our existence as a corporate enterprise.

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. This has been recorded as accounts payable as of September 30, 2012.

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 nine months ended September 30, 2012, we raised $940,000 in equity financing and $100,000 in debt financing (net of repayments); 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 as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many 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 (used in) operating, investing, and financing activities for the nine months ended September 30, 2012 and 2011:

                           Nine months ended
                             September 30,
                          2012            2011
Operating activities   $  (660,482 )   $ (289,760 )
Investing activities       (79,000 )            -
Financing activities     1,039,618        311,396
Net increase in cash   $   300,136     $   21,636

Going Concern Uncertainties

As of September 30, 2012, we have no 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 achieve positive cash flow from operations is subject to future events and uncertainties. It will 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 audit report contained in Form 10-K filed with the SEC for the years ended December 31, 2011 and 2010.

Capital Expenditures

For the nine months ended September 30, 2012, 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.