Note 6 – Commitments and Contingencies
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
Note 7 – Lines of Credit – Related Parties
In March 2011, the Company entered into two revolving line of credit agreements with its two (2) founding stockholders in the amount of $125,000, aggregating $250,000 to fund development stage operations. In January 2012, the agreements were amended to increase each of the lines from $125,000 to $250,000, for an aggregate borrowing amount of $500,000.
Note 8 – Notes Payable – Related Parties
In April 2012, the Company issued $175,000 Notes to two (2) accredited investors, aggregating to $350,000. The Notes accrue PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (December 31, 2014). In connection with each of the Notes, the Company issued warrants to purchase 29,047,619 shares of no-par common stock for $36, which were exercised. The warrants were recorded at fair value, resulting in the recognition of $49,170 as debt discount.
In September 2012, the Company issued a $90,000 note to an accredited investor. The Note also accrues PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (February 28, 2015). In connection with this note, the Company issued warrants to purchase 20,952,381 shares of No-Par Common Stock for $26, which was exercised. The warrants were recorded at fair value resulting in the recognition of $12,293 as a debt discount.
In February 2013, the Company issued a $150,000 note to an accredited investor. The Note also accrues PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (December 31, 2015). In connection with this note, the Company issued warrants to purchase 29,047,619 shares of No-Par Common Stock for $36, which was exercised. The warrants were recorded at fair value resulting in the recognition of $42,146 as a debt discount.
ChatChing, Inc. (f/k/a Social Network Marketing, Inc.) (A Development Stage Company)
Notes to Financial Statements
Note 9 – Stockholders’ Equity
From January 19, 2011 (Inception) through June 30, 2011, the Company issued 320,000,000 shares (400,000,000 shares pre-split) of no-par common stock for a total capital contribution of $400.
On June 30, 2011 the Company facilitated a 10:8 reverse stock split which has been given retroactive effect in the financial statements.
On July 1, 2011 the Company issued 5,000,000 additional shares of no-par common stock to an individual for services at a fair value ($6).
During the year ended September 30, 2012, the Company issued 79,047,619 shares of no par common stock upon the exercise of warrants issued in connection with the issuance of notes payable (Note 8).
During the six month period ended March 31, 2013, the Company issued 29,047,619 shares of no par common stock upon the exercise of warrants issued in connection with the issuance of notes payable (Note 8).
On February 14, 2013 two of the officers of the company returned a total of 54,047,619 shares at zero cost.
Note 10 – Subsequent Events
Notes Payable
In February 2013, the Company issued a $150,000 Note to an accredited investor. The Note accrues PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (December 31, 2014). In connection with the Note, the Company issued warrants to purchase 29,047,619 shares of no-par common stock for $36, which were exercised.None
Share Redemption
In February 2013, the Company's two founding stockholders collectively transferred 54,047,619 shares of the Company's common stock to the Company.
The number of shares outstanding decreased by 25 million as a result of the above transactions.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CAUTIONARY STATEMENT
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation (“MD&A”) should be read in conjunction with our unaudited consolidated financial statements for the quarter ended DecemberMarch 31, 20122013 and 2011.2012. The discussion also includes subsequent activities up to FebruaryMay 15, 2012.2013. These financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”).
The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing elsewhere in this Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factor set forth in this Report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions.
Critical Accounting Policies and Estimates
Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
Overview
ChatChing operates a recently launched social networking website. We have designed our website to enable users to connect and communicate with each other, consolidate information from other social networking sites, as well as directly share information and user-generated content. We plan to generate revenues from online advertising at our website. We plan to offer a wide range of online advertising formats and solutions, including display advertising, social advertisements, promoted news feed items, and fan/brand pages.
We continue development of web site functionalities and to pursue state registrations to conduct our offering in all US states and territories. Current we are able to provide our service to the residents of 33 states and territories. We have not yet generated or realized any revenues from our business operations.
In addition to our website, we are developing a mobile application for members to access our service. We now anticipate releasing this application in MarchJune 2013.
Emerging Growth Company
We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:
(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;
(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
(d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’
As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Plan of Operations
We incurred $178,861 in expenses from inception to fiscal year end September 30, 2011. These expenses in the aggregate consist primarily of general and administrative costs of $28,360, professional fees primarily in connection with our registration statement of $144,187 and website hosting expenses of $6,314.
For the fiscal year ended September 30, 2012, we incurred an additional $200,284 in expenses. These expenses in the aggregate consist primarily of general and administrative costs of $50,659, professional fees primarily in connection with our registration statement of $103,953 and website hosting expenses of $31,206.
For the quarter ended DecemberMarch 31, 2012,2013, we incurred an additional $112,595$168,498 in expenses. These expenses in the aggregate consist primarily of general and administrative costs of $4,833,$4,150, professional fees primarily in connection with our registration statement of $500,$52,216 website maintenance costs of $46,741,$41,520, and website hosting expenses of $9,812.$16,520, interest expense of $11,199 and authorization of capitalized website costs of $42,893.
For the six months ended March 31, 2013, we incurred an additional $281,094 in expenses. These expenses in the aggregate consist primarily of general and administrative costs of $8,983, professional fees primarily in connection with our registration statement of $52,716, website maintenance costs of $88,261, website hosting expenses of $26,333, interest expense of $19,027 and authorization of capitalized website costs of $85,774.
We anticipate taking the following steps to implement our business plan in the next 12 months. Our capital requirements for implementation of these steps are estimated at $85,000,$150,000, as set forth in the table below.
Milestone or Step | Expected Manner of Occurrence or Method of Achievement | Date When Step Should be Accomplished | Cost of Completion |
Post Launch DevelopmentSite Expansion | Continue development of services. (Website and mobile apps) | Current – June 2013 | $35,00050,000 |
Marketing Of Serviceand Growth | Begin public relations activities promoting growth and usage of ChatChing. | Q3(July 2013 (April-June)- December 2013) | $25,000 |
Growth to Critical Mass | Maintain service until achieving cash flow neutrality. | Q4 2013 | $25,000100,000 |
Continued Service | We anticipate maintaining operations within available cash flow. | 2014 onward | $0 |
Liquidity and Capital Resources
In addition to our estimated capital requirements of $85,000$150,000 in the next 12 months as described above, we will incur other costs payable to non-affiliated third parties irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $50,000 for the next 12 months. Accordingly, we estimate our capital requirements for the next 12 months to be approximately $135,000.$200,000.
As of February 8,April 30, 2013, Steven Pfirman, our President, Secretary and Director and Nicholas Palin, a Director, loaned approximately $500,000,$505,261, consisting of $250,000$255,261 by Mr. Pfirman and $250,000 by Mr. Palin, to fund development stage operations. The loans are binding legal obligations as they were made under identical Credit Line Agreements and related Credit Line Promissory Notes with Mr. Pfirman and Mr. Palin amended and restated in their entirety on January 23, 2012April 8, 2013 to be in the amount of $275,000 and $250,000 each,respectively, aggregating $500,000,$525,000, bearing interest at zero percent due on December 31, 2013. The Credit Line Agreements contain provisions concerning default and remedies in the event of default as well as other provisions related to these loans. The loans are secured by Security Agreements pledging all assets of the Company as security for the loans. Thus, at February 15,May 5, 2013, there were no additional funds available underwas $19,739 remaining on these lines of credit.
In April 2012, we secured additional loans of an aggregate of $175,000 from two non-affiliated third parties, $350,000 from one and $175,000 from another, both due December 31, 2014. Interest on these loans accrues at one quarter percent (.25%) per annum, the applicable federal rate for transactions of this type as of the date of the note. The principal and accrued interest on these loans are not due and payable until December 31, 2014. The principal balance on these loans may be prepaid at any time and from time to time.
In connection with the additional loans from the two non-affiliated third parties, we sold the two lenders who were Accredited Investors an aggregate of 58,095,238 additional shares of common stock at a price of $.00000125 per share for an aggregate of $72.62.
In April, the Company issued warrants to the aforementioned accredited investors to acquire 20,952,381 shares of common stock each from the Company at a price of $.00000125 for aggregate consideration of $26.19. The Options can only be exercised upon the funding of additional loans in the amount of $90,000 with simple interest of .25% per annum, all principal and interest due February 28, 2015 and in connection therewith receive the promissory notes of Company similar in form and substance to that issued in connection with the loans described above. The options expired 10 days after the first date the Company's website become operational.
Pursuant to the options described above, one non affiliated shareholder in September 2012 acquired 20,952,381 shares at a price of $.00000125 for aggregate consideration of $26.19. In connection as required in the option, the non-affiliated shareholder loaned us the additional sum of $90,000 with simple interest of .25% per annum, all principal and interest due February 28, 2015 pursuant to the terms of the OptionWarrant Agreement previously filed as an exhibit to our report on Form 10-Q for the period ending March 31, 2012.
In February 2013, we secured an additional loan of $150,000 from one of non-affiliated third parties above, due December 31, 2015. Interest on this accrues at one quarter percent (.25%) per annum, the applicable federal rate for transactions of this type as of the date of the note. The principal and accrued interest this loan are not due and payable until December 31, 2015. The principal balance on these loans may be prepaid at any time and from time to time. In addition, there is $0 remaining upon the Credit Lines from our officers and directors.
In connection with the February 2013 additional loan from the non-affiliated third party, we sold the lender who is an Accredited Investor 29,047,619 additional shares of common stock at a price of $.00000125 per share for an aggregate of $36.31.
On February 6, 2013, the Company issued an optiona Warrant to the aforementioned accredited investor to acquire 20,952,381 shares of common stock from the Company at a price of $.00000125 for aggregate consideration of $26.19. The OptionWarrant can only be exercised upon the funding of an additional loan in the amount of $75,000 with simple interest of .25% per annum, all principal and interest due December 31, 2015 and in connection therewith receive a promissory note of Company similar in form and substance to that issued in connection with the previous loan from this investor described above. The options expired 10 days after the first date the Company enlists 10,000 persons registered as consulting members for ChatChing (on the site or via the mobile app).
At December 31, 2012, we had $26 in our bank account. However, due to the financing activities described above, at February 8,May 5, 2013, we had $149,469$15,952 in our bank account. We anticipate our monthly burn rate for the next 12 months to be approximately $14,166$16,667 per month. Accordingly, we will need an estimated $20,523 in$164,371in addition to the cash on hand and available funds remaining on the lines of credit at February 8,May 5, 2013 to fund our business for the next 12 months.
7
We estimate our capital requirements for the next 12 months to be approximately $200,000.
We anticipate becoming cash flow positive during the next 12 months with the currently available funds and that this cash flow will cover the $20,523$164,371 shortfall described above. Should we not reach positive cash flow as planned, we would need to secure additional funds from a future offering of our stock or other financing sources. However, this offering may not occur, or if it occurs, may not raise the required funding. We have no contracts, agreements or commitments for any other financing. Further, it is likely that any future financing efforts may be hindered as a result of our plans to issue a large number of shares to consultants in exchange for non-cash consideration as described in “Business,” in our Form 10-K for the fiscal year ended September 30, 2012.
If we fail to meet on-going SEC reporting requirements, we will be unable to use or continue to use our registration statement to continue to issue points and stock under our Qualified Member Stock Agreement.
Our independent auditor’s report expresses substantial doubt about our ability to continue as a going concern. We do not have any plans or specific agreements for new sources of fundingorfunding or any planned material acquisitions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at DecemberMarch 31, 20122013 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at DecemberMarch 31, 2012,2013, our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not aware of any pending or threatened legal proceedings in which we are involved.
ITEM 1A. RISK FACTORS.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Pursuant to the warrants issued in connection with loans in April 2012 described above, one non affiliated shareholder in September 2012 acquired 20,952,381 shares at a price of $.00000125 for aggregate consideration of $26.19. In connection as required in the option,Warrant the non-affiliated shareholder loaned us the additional sum of $90,000 with simple interest of .25% per annum, all principal and interest due February 28, 2015 pursuant to the terms of the OptionWarrant Agreement previously filed as an exhibit to our report on Form 10-Q for the period ending March 31, 2012.
In connection with the February 2013 additional loan from the non-affiliated third party described above, we sold the lender who is an Accredited Investor 29,047,619 additional shares of common stock at a price of $.00000125 per share for an aggregate of $36.31.
On February 6, 2013, the Company issued an optiona Warrant to the aforementioned accredited investor to acquire 20,952,381 shares of common stock from the Company at a price of $.00000125 for aggregate consideration of $26.19. The OptionWarrant can only be exercised upon the funding of an additional loan in the amount of $75,000 with simple interest of .25% per annum, all principal and interest due December 31, 2015 and in connection therewith receive a promissory note of Company similar in form and substance to that issued in connection with the previous loan from this investor described above. The warrants expired 10 days after the first date the Company enlists 10,000 persons registered as consulting members for ChatChing (on the site or via the mobile app).
The offer and sale of these securities were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
We believed that Section 4(2) of the Securities Act of 1933 was available because:
o | None of these issuances involved underwriters, underwriting discounts or commissions. |
o | Restrictive legends were and will be placed on all certificates issued as described above. |
o | The distribution did not involve general solicitation or advertising. |
o | The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment. |
In connection with the above transactions, we provided the following to all investors:
o | Access to all our books and records. |
o | Access to all material contracts and documents relating to our operations. |
o | 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. |
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
In February 2013 the Board of Directors accepted offers from the following officers and directors to return for no additional consideration the following number of shares:
Steve Pfirman – Steve Pfirman – | 29,047,619 | |
Nick Palin – | 25,000,000 | |
Total Returned – | 54,047,619 | |
Nick Palin – 25,000,000
Total Returned – 54,047,619
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
Exhibit No. | | Document Description |
| | |
10.1 | | Investment/Loan Documents FebruaryAmended 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** |
______________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ChatChing, Inc., a Florida corporation
| CHATCHING INC. | |
| | | |
May 15, 2013 | By: | /s/ Steve Pfirman | |
| | Steve Pfirman, | |
| | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE | | NAME | | TITLE | | DATE |
| | | | | | |
/s/ Steve Pfirman | | Steve Pfirman | | Chief Executive Officer, Principal Financial Officer, | | May 15, 2013 |
| | | | Principal Accounting Officer, Director | | |
| | | | | | |
/s/ Nick Palin | | Nick Palin | | Director | | 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** |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ChatChing, Inc., a Florida corporation
| CHATCHING INC. | |
| | | |
February 15, 2013 | By: | /s/ Steve Pfirman | |
| | Steve Pfirman, | |
| | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE | | NAME | | TITLE | | DATE |
| | | | | | |
/s/ Steve Pfirman | | Steve Pfirman | | Chief Executive Officer, Principal Financial Officer, | | February 15, 2013 |
| | | | Principal Accounting Officer, Director | | |
| | | | | | |
/s/ Nick Palin | | Nick Palin | | Director | | February 15, 2013 |
Exhibit No. | | Document Description |
| | |
10.1 | | Investment/Loan Documents February 2013 |
| | |
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** |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.