Florida
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8900
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45-2655248
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||
(State or other jurisdiction
of incorporation or organization)
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(Primary standard industrial
classification code number)
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(I.R.S. employer
identification number)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Class of Securities
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Shares Outstanding
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Common Stock, no par value
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379,047,619
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PAGE
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|||||
PART I
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|||||
ITEM 1.
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FINANCIAL STATEMENTS
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3 | |||
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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4 | |||
ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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8 | |||
ITEM 4.
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CONTROLS AND PROCEDURES
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8 | |||
PART II | |||||
ITEM 1.
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LEGAL PROCEEDINGS
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9 | |||
ITEM 1A.
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RISK FACTORS
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9 | |||
ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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9 | |||
ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES.
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10 | |||
ITEM 4.
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MINE SAFETY DISCLOSURES.
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10 | |||
ITEM 5.
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OTHER INFORMATION
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10 | |||
ITEM 6.
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EXHIBITS
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11 | |||
SIGNATURES
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12 |
Financial Statements: | ||||
Condensed Balance Sheets at March 31, 2013 (Unaudited) and September 31, 2012 | F-1 | |||
Condensed Statements of Operations for the period from October 1, 2012 through March 31, 2013, the period October 1, 2011 through March 31, 2011, and the period January 1, 2013 through March 31, 2013, and the period January 1, 2012 through the period March 31, 2012 and, the period from January 19, 2011 (inception) to March 31, 2013 (Unaudited) | F-2 | |||
Condensed Statements of Changes in Stockholder’s Deficit for the period from January 19, 2011 (inception) to March 31, 2013.(Unaudited) | F-3 | |||
Condensed Statements of Cash Flows from the period from October 1, 2012 through March 31, 2013, the period October 1, 2011 through March 31, 2012, and the period from January 19, 2011 (inception) to March 31, 2013 (Unaudited) | F-4 | |||
Notes to Condensed Financial Statements | F-5 |
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
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CONDENSED BALANCE SHEETS
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MARCH 31, 2013 (UNAUDITED) AND SEPTEMBER 30, 2012
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ASSETS
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||||||||
March 31,
2013
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September 30,
2012
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|||||||
(Unaudited)
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||||||||
Current assets:
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||||||||
Cash
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$ | 15,991 | $ | 74,841 | ||||
Total current assets
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15,991 | 74,841 | ||||||
Other assets:
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||||||||
Website development costs, net of
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$ | 417,160 | $ | 502,584 | ||||
amortization of $90,406 and $47,513
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||||||||
Trademarks
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10,410 | 2,430 | ||||||
Total other assets
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427,570 | 505,014 | ||||||
Total assets
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$ | 443,561 | $ | 579,855 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities:
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||||||||
Related party advances
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$ | - | $ | 27,000 | ||||
Lines of credit - related parties
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479,748 | 481,660 | ||||||
Total current liabilities
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479,748 | 508,660 | ||||||
Other liabilities:
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||||||||
Long term notes
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$ | 515,252 | $ | 388,371 | ||||
Total other liabilities
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515,252 | 388,371 | ||||||
Commitments and contingencies
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||||||||
Stockholders' deficit:
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||||||||
Common stock, 800,000,000 shares authorized;
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||||||||
379,047,619 and 404,047,619 shares issued and outstanding
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||||||||
at March 31, 2013 and September 30, 2012 respectively
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104,152 | 61,969 | ||||||
Additional paid in capital
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4,648 | - | ||||||
Deficit accumulated during development stage
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(660,239 | ) | (379,145 | ) | ||||
Total stockholders' deficit
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(551,439 | ) | (317,176 | ) | ||||
Total liabilities and stockholders' deifict
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$ | 443,561 | $ | 579,855 |
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
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Condensed STATEMENTS OF OPERATIONS
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FROM OCTOBER 1, 2012 TO MARCH 31, 2013, FROM OCTOBER 1, 2011 TO MARCH 31, 2012, AND
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FROM JANUARY 1, 2013 TO MARCH 31, 2013, FROM JANUARY 1, 2012 TO MARCH 31, 2012, AND
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FROM JANUARY 19, 2011 (INCEPTION) TO MARCH 31, 2013 (UNAUDITED)
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Period from
January 1, 2013 toMarch 31,
2013
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Period from
January 1, 2012 toMarch 31,
2012
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Period from
October 1, 2012 toMarch 31,
2013
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Period from
October 1, 2011 toMarch 31,
2012
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Period from
January 19, 2011 (Inception) to
March 31,
2013
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||||||||||||||||
Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating expenses:
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||||||||||||||||||||
General and administrative
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4,150 | 14,788 | 8,983 | 28,811 | 88,002 | |||||||||||||||
Professional fees
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52,216 | 53,074 | 52,716 | 61,634 | 300,856 | |||||||||||||||
Interest expense
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11,199 | - | 19,027 | - | 28,861 | |||||||||||||||
Amortization
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42,893 | - | 85,774 | - | 90,406 | |||||||||||||||
Hosting expense
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16,520 | 6,135 | 26,333 | 13,037 | 63,853 | |||||||||||||||
Website maintenance
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41,520 | - | 88,261 | - | 88,261 | |||||||||||||||
Total operating expenses
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168,498 | 73,997 | 281,094 | 103,482 | 660,239 | |||||||||||||||
Net loss from operations before income taxes
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(168,498 | ) | (73,997 | ) | (281,094 | ) | (103,482 | ) | (660,239 | ) | ||||||||||
Income taxes
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- | - | - | - | - | |||||||||||||||
Net Loss
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$ | (168,498 | ) | $ | (73,997 | ) | $ | (281,094 | ) | $ | (103,482 | ) | $ | (660,239 | ) | |||||
Loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
- | ||||||||||||||||||||
Weighted average number of shares outstanding
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394,129,630 | 325,000,000 | 399,116,022 | 325,000,000 |
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
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FROM JANUARY 19, 2011 (INCEPTION) TO MARCH 31, 2013 (UNAUDITED)
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Common Stock
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Deficit
Accumulated
During the Development
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Total
Stockholders' |
||||||||||||||||||
Shares
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Amount
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APIC
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Stage |
Equity
|
||||||||||||||||
Balance, January 19, 2011 (Inception)
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||||||||||||||||||||
Issuance of common stock for cash
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325,000,000 | 406 | - | - | 406 | |||||||||||||||
Issuance of warrants
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- | - | 61,463 | - | 61,463 | |||||||||||||||
Issiance of common stock upon
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79,047,619 | 61,563 | (61,463 | ) | - | 100 | ||||||||||||||
exercise of warrants
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||||||||||||||||||||
Net loss
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- | - | - | (379,145 | ) | (379,145 | ) | |||||||||||||
Balance, September 30, 2012
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404,047,619 | 61,969 | - | (379,145 | ) | (317,176 | ) | |||||||||||||
Contribution from shareholder
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- | - | 4,648 | - | 4,648 | |||||||||||||||
Issuance of warrants
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42,146 | - | 42,146 | |||||||||||||||||
Issiance of common stock upon
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29,047,619 | 42,183 | (42,146 | ) | - | 37 | ||||||||||||||
exercise of warrants
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||||||||||||||||||||
Return of common stock
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(54,047,619 | ) | - | - | - | - | ||||||||||||||
Net loss
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- | - | - | (281,094 | ) | (281,094 | ) | |||||||||||||
Balance, March 31, 2013
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379,047,619 | $ | 104,152 | $ | 4,648 | $ | (660,239 | ) | $ | (551,439 | ) |
CONDENSED STATEMENTS OF CASH FLOWS
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FROM OCTOBER 1, 2012 TO MARCH 31, 2013, FROM OCTOBER 1, 2011 TO MARCH 31, 2012, AND
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FROM JANUARY 19, 2011 (INCEPTION) TO MARCH 31, 2013 (UNAUDITED)
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Period from October 1, 2012 through March 31,
2013
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Period from October 1, 2011 through March 31,
2012
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January 19, 2011 (Inception) -December 31,
2012
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||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss from operations
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$ | (281,094 | ) | $ | (103,482 | ) | $ | (660,239 | ) | |||
Reconciliation of net loss to net cash used in operating activities:
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||||||||||||
Amortization of debt discount
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19,027 | - | 28,861 | |||||||||
Expenses paid via issuance of common stock
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- | - | 6 | |||||||||
Amortization of website costs
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85,774 | - | 90,406 | |||||||||
Expenses paid directly via lines of credit - related parties
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- | 59,527 | 232,627 | |||||||||
Contributions from owners
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4,648 | - | 4,648 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Increase (Decrease) in accrued expenses payable
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(27,000 | ) | (20,718 | ) | - | |||||||
Increase (Decrease) in website development costs
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(350 | ) | - | (350 | ) | |||||||
Increase (Decrease) in trademarks
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(7,980 | ) | - | (10,410 | ) | |||||||
Net cash used in operating activities
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(206,975 | ) | (64,673 | ) | (314,451 | ) | ||||||
Cash flows from investing activities:
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- | - | - | |||||||||
Cash flows from financing activities:
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||||||||||||
(Payments) proceeds from line of credit - related parties
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(1,912 | ) | 52,500 | (260,099 | ) | |||||||
Proceeds from notes payable
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150,000 | - | 590,000 | |||||||||
Proceeds from issuance of common stock
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37 | - | 541 | |||||||||
Net cash provided by financing activities
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148,125 | 52,500 | 330,442 | |||||||||
Net (decrease) increase in cash and cash equivalents
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(58,850 | ) | (12,173 | ) | 15,991 | |||||||
Cash and cash equivalents, beginning of period
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74,841 | 13,222 | - | |||||||||
Cash and cash equivalents, end of period
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$ | 15,991 | $ | 1,049 | $ | 15,991 | ||||||
Supplemental disclosure of cash flow information:
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||||||||||||
Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
Cash paid for taxes
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$ | - | $ | - | $ | - | ||||||
Capital expenditures funded by lines of credit
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$ | - | $ | 125,742 | $ | 507,216 |
March 31,
2013
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September 30,
2012
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|||||||
Tax provision (benefit) at statutory rate
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$ | (95,572 | ) | $ | (67,800 | ) | ||
State taxes, net of federal expense
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(10,204 | ) | (7,239 | ) | ||||
Change of valuation allowance
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105,776 | 75,039 | ||||||
$ | - | $ | - |
Milestone or Step
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Expected Manner of Occurrence or Method of Achievement
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Date When Step Should be Accomplished
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Cost of Completion
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Post Launch Site Expansion
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Continue development of services. (Website and mobile apps)
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Current – June 2013
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$50,000
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Marketing and Growth
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Begin public relations activities promoting growth and usage of ChatChing.
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(July 2013 - December 2013)
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$100,000
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Continued Service
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We anticipate maintaining operations within available cash flow.
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2014 onward
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$0
|
o
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None of these issuances involved underwriters, underwriting discounts or commissions.
|
o
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Restrictive legends were and will be placed on all certificates issued as described above.
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o
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The distribution did not involve general solicitation or advertising.
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o
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The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.
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o
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Access to all our books and records.
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o
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Access to all material contracts and documents relating to our operations.
|
o
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The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
Steve Pfirman – | 29,047,619 | |
Nick Palin – | 25,000,000 | |
Total Returned – | 54,047,619 |
Exhibit No.
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Document Description
|
|
10.1
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Amended and Restated Lines of Credit of Palin and Pfirman
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31.1
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CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
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CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
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Exhibit 101
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Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
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XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document**
|
CHATCHING INC.
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|||
May 15, 2013
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By:
|
/s/ Steve Pfirman
|
|
Steve Pfirman,
|
|||
President
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SIGNATURE
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NAME
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TITLE
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DATE
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|||
/s/ Steve Pfirman
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Steve Pfirman
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Chief Executive Officer, Principal Financial Officer,
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May 15, 2013
|
|||
Principal Accounting Officer, Director
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||||||
/s/ Nick Palin
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Nick Palin
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Director
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May 15, 2013
|
Exhibit No.
|
Document Description
|
|
10.1
|
Amended and Restated Lines of Credit of Palin and Pfirman
|
|
31.1
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
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**
|
●
|
AGREEMENT made as of the 19th day of September 2011, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Nicholas ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
●
|
AMENDMENT TO AGREEMENT made as of the 10th day of November 2011, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Nicholas ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
●
|
AMENDED AND RESTATED AGREEMENT made as of the 23rd day of January 2012, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Nicholas Palin ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
●
|
AGREEMENT made as of the 19th day of September 2011, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Steve Pfirman ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
●
|
AMENDMENT TO AGREEMENT made as of the 10th day of November 2011, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Steve Pfirman ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
●
|
AMENDED AND RESTATED AGREEMENT made as of the 23rd day of January 2012, by and between ChatChing Inc ("Borrower" or the "Company"), a Florida corporation with an office address of 1061 E Indiantown Rd Ste 400, Jupiter, FL and Steve Pfirman ("Lender") with an address of 19670 Beach Rd., Jupiter, FL 33458.
|
1.
|
I have reviewed this report on Form 10-Q of ChatChing, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
ChatChing, Inc.
|
|
|
|
|
|
|
Dated: May 15, 2013
|
By:
|
/s/ Steve Pfirman
|
|
|
|
Steve Pfirman
|
|
|
|
Chief Executive Officer/Chief Financial Officer
|
|
|
ChatChing, Inc.
|
|
|
|
|
|
|
Dated: May 15, 2013
|
By:
|
/s/ Steve Pfirman
|
|
|
|
Steve Pfirman
|
|
|
|
Chief Executive Officer/Chief Financial Officer
|
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
6 Months Ended |
---|---|
Mar. 31, 2013
|
|
Fair Value Of Financial Instruments | |
Note 3. FAIR VALUE OF FINANCIAL INSTRUMENTS | The carrying amounts of cash and cash equivalents approximate their fair values due to their short-term nature. |