Chatand 10-Q 15 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	6-May-14
Document And Entity Information	'	'
Entity Registrant Name	'chatAND, Inc.	'
Entity Central Index Key	'0001529133	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	33,462,460
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets:	'	'
Cash and cash equivalents	$251,335	$6
TOTAL CURRENT ASSETS	251,335	6
Property and equipment, net of accumulated depreciation of $4,831 at December 31, 2013	'	5,537
Other intangible assets - intellectual property	'	9,841
TOTAL ASSETS	251,335	15,384
Current liabilities:	'	'
Accounts payable	193,647	279,014
Accrued expenses	108,196	202,860
Advances from stockholders and employees	14,690	111,735
Notes payable	75,000	90,000
Senior convertible debentures	'	850,000
Warrant liability	605,567	'
TOTAL LIABILITIES	997,100	1,533,609
Commitments and contingencies (Note 7)	'	'
Stockholders' deficit:	'	'
Preferred stock: $0.00001 par value; 100,000,000 shares authorized; no shares issued and outstanding	'	'
Common stock: $0.00001 par value; 500,000,000 shares authorized; 32,112,460 shares issued and outstanding at March 31, 2014 and 17,750,001 shares issued (Note 5) ; and 12,750,001 shares outstanding at December 31, 2013	321	128
Additional paid in capital	1,861,077	375,252
Accumulated deficit	-2,607,163	-1,893,605
TOTAL STOCKHOLDERS' DEFICIT	-745,765	-1,518,225
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$251,335	$15,384

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Accumulated depreciation, property and equipment net	'	$4,831
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	'	'
Preferred stock, shares outstanding	'	'
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	32,112,460	17,750,001
Common stock, shares outstanding	32,112,460	12,750,001

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		47 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Revenue:	'	'	'
Total revenue	'	'	'
Total revenue	0	0	0
Costs and expenses:	'	'	'
General and administrative expense	52,964	19,312	1,290,940
Research and development expense	'	'	345,072
Asset impairment	9,841	'	9,841
Total expenses	62,805	19,312	1,645,853
Loss from operations	-62,805	-19,312	-1,645,853
Other income (expense)	'	'	'
Interest income	'	'	1,045
Interest expense	-3,791	-11,277	-315,393
Warrant liability expense	-459,567	'	-459,567
Loss on settlement of liabilities with common stock	-187,395	'	-187,395
Total other income (expense)	-650,753	-11,277	-961,310
Net loss	($713,558)	($30,589)	($2,607,163)
Net loss per share, basic and diluted	($0.03)	$0	'
Weighted average shares outstanding	25,669,134	12,750,001	'

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) (USD $)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Deficit Accumulated During The Development Stage [Member]	Total
Balance at May. 14, 2010	'	'	'	'	'
Balance, Shares at May. 14, 2010	'	'	'	'	'
Common stock issued for cash	'	49,995	'	'	49,995
Common stock issued for cash, Shares	'	15	'	'	'
Common stock issued for intellectual property	'	233,310	-221,877	'	11,433
Common stock issued for intellectual property, Shares	'	70	'	'	'
Amendment to Articles of Incorporation	'	-283,197	283,197	'	0
Amendment to Articles of Incorporation, Shares	'	10,837,415	'	'	'
Net loss	'	'	'	-45,594	-45,594
Balance at Dec. 31, 2010	'	108	61,320	-45,594	15,834
Balance, Shares at Dec. 31, 2010	'	10,837,500	'	'	'
Common stock issued for services by officers	'	20	49,975	'	49,995
Common stock issued for services by officers, Shares	'	1,912,501	'	'	'
Detachable warrants issued with convertible debentures	'	'	151,775	'	151,775
Warrants issued for services by officers	'	'	112,182	'	112,182
Net loss	'	'	'	-755,604	-755,604
Balance at Dec. 31, 2011	'	128	375,252	-801,198	-425,818
Balance, Shares at Dec. 31, 2011	'	12,750,001	'	'	'
Net loss	'	'	'	-862,790	-862,790
Balance at Dec. 31, 2012	'	128	375,252	-1,663,988	-1,288,608
Balance, Shares at Dec. 31, 2012	'	12,750,001	'	'	'
Net loss	'	'	'	-229,617	-229,617
Balance at Dec. 31, 2013	'	128	375,252	-1,893,605	-1,518,225
Balance, Shares at Dec. 31, 2013	'	12,750,001	'	'	'
Common stock issued for cash	'	36	218,964	'	219,000
Common stock issued for cash, Shares	'	3,650,000	'	'	'
Common stock issued for Notes and advances payable	'	157	1,266,861	'	1,267,018
Common stock issued for Notes and advances payable, Shares	'	15,712,459	'	'	'
Net loss	'	'	'	-713,558	-713,558
Balance at Mar. 31, 2014	'	$321	$1,861,077	($2,607,163)	($745,765)
Balance, Shares at Mar. 31, 2014	'	32,112,460	'	'	'

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		47 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:	'	'	'
Net loss	($713,558)	($30,589)	($2,607,163)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Depreciation and amortization	5,537	518	10,369
Amortization of warrant cost	'	'	151,775
Warrant liability valuation	459,567	'	459,567
Loss on settlement of liabilities with common stock	187,395	'	187,395
Asset impairment	9,841	'	9,841
Common stock and warrants issued to officers for compensation	'	'	162,177
Impairment of capitalized Research and development cost	'	'	11,433
Change in assets and liabilities:	'	'	'
Accounts payable	-85,367	-42,011	193,647
Accrued expenses	15,694	32,969	218,554
Net cash used by operating activities	-120,891	-39,113	-1,202,405
Cash flows from investing activities:	'	'	'
Purchase of intellectual property	'	'	-9,841
Purchase of furniture and equipment	'	'	-10,369
Net cash used by investing activities	'	'	-20,210
Cash flows from financing activities:	'	'	'
Proceeds from senior convertible debentures	'	'	850,000
Proceeds from notes payable	'	'	90,000
Advances from stockholders and employees	7,220	39,958	118,955
Sale of common stock and warrants	365,000	'	414,995
Net cash provided by financing activities	372,220	39,958	1,473,950
Net increase in cash and cash equivalents	251,329	845	251,335
Cash and cash equivalents, beginning of period	6	'	'
Cash and cash equivalents, end of period	251,335	845	251,335
Cash paid for interest and income taxes	'	'	'
Interest	'	'	8,500
Income taxes	'	'	'
Non-cash investing and financing activities:	'	'	'
Common stock issued for research and development cost	'	'	11,433
Common stock issued for senior convertible debentures	850,000	'	850,000
Common stock issued for accrued interest	110,358	'	110,358
Common stock issued for advances from stockholders	104,265	'	104,265
Common stock issued for note payable	$15,000	'	$15,000

Organization_and_Summary_of_Si

Organization and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Organization and Summary of Significant Accounting Policies	'
	NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Basis of presentation and Organization
	The financial statements include the accounts of chatAND, Inc. (“chatAND”), a Nevada corporation organized on May 14, 2010 and its wholly owned subsidiary CHATAND TECH, LLC (“TECH”), a limited liability company organized in Nevada on May 13, 2011, (collectively referred to herein as “Chat&” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
	The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These consolidated financial statements have not been audited.
	Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the period ended December 31, 2013, which is included in the Company’s Form 10-K filed on April 14, 2014.
	Nature of business
	Chat& is a technology company that intends to provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology will provide a platform that connects businesses, their sales associates and customer service representatives with website visitors and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service (“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by virtually recreating all of the benefits of a live showroom environment within a website.
	Earnings (loss) per common share
	The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive shares outstanding. At March 31, 2014 and 2013, all exercisable common stock equivalents were antidilutive and are not included in the earnings (loss) per share calculations. Accordingly, basic and diluted earnings (loss) per share are the same. At March 31, 2014 and 2013, there were exercisable warrants outstanding for 3,650,000 and 4,887,500 shares, respectively.
	Going Concern
	The Company has not established sources of revenue sufficient to fund the development of business, projected operating expenses and commitments for the next twelve months. The Company incurred a loss of $2,607,163 during the period from inception (May 14, 2010) through March 31, 2014. The loss includes $162,177 in non-cash compensation, $151,775 in amortization of warrant cost, a loss of $187,395 from settlement of liabilities with common stock and $459,567 in warrant liability valuation expense.
	The Company completed funding of $850,000 in senior convertible debentures in June 2011. The debentures were initially due June 17, 2012. The due date of the senior convertible debentures was extended until December 15, 2012 and in February 2014 the Company issued common stock to the note holders in satisfaction of all amounts due them. (Note 3) The Company borrowed $75,000 from an unrelated individual on June 11, 2012 with interest at 5% per annum. The note was due March 31, 2013, was extended until November 14, 2013 and is currently past due. (Note 4) The Company attempted to raise a minimum of $3,000,000 with a Form S-1 Registration; however, the offering terminated in January 2013 without any sales of securities. On April 8, 2014, the Company completed a private placement for $500,000. (Note 5 and Note 8). The Company will continue seeking alternative financing sources. There can be no assurance that the Company will be successful in raising any additional funds or in obtaining enough customers to provide sufficient revenue to complete its business plan and achieve profitable operations or that the funds received will be sufficient to achieve the Company’s goals.
	These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
	Recent accounting pronouncements
	The Company has evaluated all recent accounting pronouncements through May 14, 2014, as issued by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”) and find none that would have a material impact on the financial statements of the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.

Intellectual_Property

Intellectual Property	3 Months Ended
	Mar. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
Intellectual Property	'
	NOTE 2: INTELLECTUAL PROPERTY
	The Company is currently developing software that it expects will provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology provides a platform that connects businesses, their sales associates and customer service representatives with website visitors and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service (“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by virtually recreating all of the benefits of a live showroom environment within a website. The Company has determined that the value of the initial development cost was impaired and has recognized an impairment charge of $9,841. The Company has completed initial development of its software but has suspended additional development until funding is available.
	The Company has assigned all of its intellectual property rights to its wholly owned subsidiary, TECH. TECH’s sole activity and assets are the ownership of our intellectual property.

Senior_Convertible_Debentures

Senior Convertible Debentures	3 Months Ended
	Mar. 31, 2014
Debt Disclosure [Abstract]	'
Senior Convertible Debentures	'
	NOTE 3: SENIOR CONVERTIBLE DEBENTURES
	The Company issued $850,000 in Senior Convertible Debentures (“Debentures”) on June 17, 2011. The Debentures were convertible into shares of the Company’s common stock at a conversion price of $0.10 per share; originally matured on June 17, 2012; bear interest at the rate of 5% per annum; secured by a stock pledge by stockholders in the Company (other than the Investors) of all of their holdings in the Company; and limitation on additional indebtedness. In February 2014 and effective January 16, 2014, the Company issued 15,712,459 additional shares to the Debenture holders in full satisfaction of the notes, the related accrued interest and advances made by the shareholders to the Company.
	The Debenture Holders were issued Warrants to acquire a total of 4,250,000 shares of the Company’s common stock at an exercise price of $0.15 per share for a five year term as a part of the original funding. The cash-less exercise of these Warrants plus 637,500 additional warrants acquired by the Debenture holders was included in the shares issued to the Debenture holders.
	The shares issued include 1,230,150 shares issued for liabilities which were not convertible into common stock under their original terms. These shares were valued at $307,538 and were exchanged for liabilities in the amount of $120,143, resulting in a loss of $187,395 which was recognized on conversion.

Notes_Payable

Notes Payable	3 Months Ended
	Mar. 31, 2014
Debt Disclosure [Abstract]	'
Notes Payable	'
	NOTE 4: NOTES PAYABLE
	On June 11, 2012, the Company entered into an unsecured loan with an unrelated individual for $75,000 with interest at 5% per annum, which was payable at the maturity date of March 31, 2013. At March 31, 2014, accrued interest of $6,734 is unpaid. The note was extended until November 14, 2013 and is now past due.
	Effective November 14, 2012, the Company entered into a note agreement with one of the Debenture holders and received funding of $15,000. The note included interest at 5% per annum and was due November 14, 2013. Accrued interest of $877 was unpaid at January 16, 2014 when the Company issued common stock in full payment of the note and related accrued interest. See Notes 3 and 5.

Stockholders_Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2014
Equity [Abstract]	'
Stockholders' Deficit	'
	NOTE 5: STOCKHOLDERS’ DEFICIT
	Preferred Stock – The Company is authorized to issue up to 100,000,000 shares of preferred stock with a par value of $0.00001. At March 31, 2014 and December 31, 2013 there were no shares issued and outstanding.
	Common Stock – The Company is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.00001. At March 31, 2014 there were 32,112,460 shares issued and outstanding and at December 31, 2013 there were 17,750,001 shares issued and 12,750,001 shares outstanding. (See escrow shares below).
	Escrow shares – In connection with the Debenture issuance, the Company issued 5,000,000 shares of its common stock to the principal shareholders of the Company in escrow. The shares may be released from escrow to the principal shareholders (or their designees) in accordance with a release schedule. The schedule provides that 3,300,000 shares will be released upon the Company reaching $1,000,000 in audited revenues over any consecutive 12 month period with the remaining shares released when the Company reaches $3,000,000 in audited revenues over any consecutive 12 month period. If either of the revenue goals has not been reached by June 30, 2016, the remaining shares will be cancelled. The escrow shares were issued solely in connection with the Debenture issuance, and accordingly, while disclosed as issued they are not considered outstanding and no accounting has yet been made. The escrow shares were cancelled as a part of the Debenture conversion discussed in Note 3.
	Conversion of Debentures and related obligations – Effective January 16, 2014, the Company issued 15,712,459 additional shares to the Debenture holders in exchange for the Debentures, accrued interest, warrants and other advances due them.
	Private Offering – In March 2014, the Company commenced a private offering of restricted securities (“Offering”) to sell up to 50,000 units (the “Units”) at a purchase price of $10 per Unit. Each Unit consists of (i) 100 shares of common stock of the Company, par value $0.00001 per share (the “Common Stock”), (ii) a half warrant (the “B Warrant”) to purchase 100 shares of Common Stock at an exercise price of $0.10 per share and (iii) a half warrant (the “C Warrant”) to purchase 100 shares of Common Stock at an exercise price of $0.15 per share. For example, 100 units entitle each holder thereof to 10,000 shares of common stock, B Warrants to purchase 5,000 shares of common stock and C Warrants to purchase 5,000 shares of common stock. Each warrant is exercisable for a term of three years and shall contain standard anti-dilution protection and a cashless exercise provision that will be effective following a one-year holding period.
	As of March 31, 2014, 36,500 Units had been sold raising $365,000 from the Offering. The 3,650,000 shares of Common Stock and the related warrants were recorded as issued on that date. The remaining 13,500 Units were sold by April 8, 2014 and the remaining shares of Common Stock and related warrants will be recorded on that date.
	At March 31, 2014, the Company recorded a warrant liability expense of $459,567, allocated $146,000 of the proceeds from the sale of common stock and warrants to the warrant liability and recorded the resulting warrant liability of $605,567. The warrant liability was calculated using the Black Scholes valuation method using 75% annual volatility, no dividends and a risk-free interest rate of 0.88%.

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
Related Party Transactions	'
	NOTE 6: RELATED PARTY TRANSACTIONS
	At March 31, 2014 and December 31, 2013, accrued expenses include accrued payroll in the total amount of $85,291 which includes $46,093 for Michael Lebor, Chief Executive Officer, $22,614 for David Rosenberg, former president, and $16,584 for another former employee. Advances from shareholders and employees consists of the following at March 31, 2014 and December 31, 2013.
		March 31, 2014		December 31, 2013
	Michael Lebor, Chief Executive Officer	$	11,180	$	9,145
	Former employees		3,510		56,715
	Debenture holders		-		45,875
		$	14,690	$	111,735
	At March 31, 2014 and December 31, 2013, federal and state payroll taxes in the total amount of $16,171 and $21,734, respectively, had not been paid to the appropriate taxing authority, the majority of which is trust fund taxes, which could become the personal responsibility of the responsible officers or employees. A payment of $12,500 was made in March 2014 to the United States Treasury with the remaining federal balance payable over six months.

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Commitments and Contingencies	'
	NOTE 7: COMMITMENTS AND CONTINGENCIES
	Office lease
	Temporary office space for the Company’s operations is currently provided by the Company’s officers. The Company’s mailing address is 5940 South Rainbow Blvd, Las Vegas, Nevada 89118. There was no rent expense during the three months ended March 31, 2014 or 2013.
	Litigation
	A creditor of the Company filed an action in the District Court, Denver County, Colorado on April 17, 2013, to collect $29,486 plus a bi-weekly finance fee of 10%, which they claim they are owed. The Company is vigorously defending this action, but has accrued the full amount of the claim.

Subsequent_Event

Subsequent Event	3 Months Ended
	Mar. 31, 2014
Subsequent Event	'
Subsequent Event	'
	NOTE 8: SUBSEQUENT EVENT
	In March 2014, the Company commenced a private offering of restricted securities, as described in Note 5, for 50,000 Units. At March 31, 2014, the Company had received $365,000 as payment for 36,500 Units and received $135,000 for the remaining Units by April 8, 2014.
	On May 8, 2014, the Company entered into an agreement with a trustee in bankruptcy to enter a bid in bankruptcy to purchase substantially all of the assets (the “Bankruptcy Assets”) of a certain debtor subject to an order of relief under Chapter 7 of Title 11 of the United States Bankruptcy Code. The purchase of the Bankruptcy Assets by the Company is contingent upon the Company’s becoming the successful bidder at a bankruptcy auction to be held in 2014.

Organization_and_Summary_of_Si1

Organization and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2014
Organization And Summary Of Significant Accounting Policies Policies	'
Basis of presentation and organization	'
	Basis of presentation and Organization
	The financial statements include the accounts of chatAND, Inc. (“chatAND”), a Nevada corporation organized on May 14, 2010 and its wholly owned subsidiary CHATAND TECH, LLC (“TECH”), a limited liability company organized in Nevada on May 13, 2011, (collectively referred to herein as “Chat&” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
	The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These consolidated financial statements have not been audited.
	Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the period ended December 31, 2013, which is included in the Company’s Form 10-K filed on April 14, 2014.
Nature of business	'
	Nature of business
	Chat& is a technology company that intends to provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology will provide a platform that connects businesses, their sales associates and customer service representatives with website visitors and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service (“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by virtually recreating all of the benefits of a live showroom environment within a website.
Earnings (loss) per common share	'
	Earnings (loss) per common share
	The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive shares outstanding. At March 31, 2014 and 2013, all exercisable common stock equivalents were antidilutive and are not included in the earnings (loss) per share calculations. Accordingly, basic and diluted earnings (loss) per share are the same. At March 31, 2014 and 2013, there were exercisable warrants outstanding for 3,650,000 and 4,887,500 shares, respectively.
Going Concern	'
	Going Concern
	The Company has not established sources of revenue sufficient to fund the development of business, projected operating expenses and commitments for the next twelve months. The Company incurred a loss of $2,607,163 during the period from inception (May 14, 2010) through March 31, 2014. The loss includes $162,177 in non-cash compensation, $151,775 in amortization of warrant cost, a loss of $187,395 from settlement of liabilities with common stock and $459,567 in warrant liability valuation expense.
	The Company completed funding of $850,000 in senior convertible debentures in June 2011. The debentures were initially due June 17, 2012. The due date of the senior convertible debentures was extended until December 15, 2012 and in February 2014 the Company issued common stock to the note holders in satisfaction of all amounts due them. (Note 3) The Company borrowed $75,000 from an unrelated individual on June 11, 2012 with interest at 5% per annum. The note was due March 31, 2013, was extended until November 14, 2013 and is currently past due. (Note 4) The Company attempted to raise a minimum of $3,000,000 with a Form S-1 Registration; however, the offering terminated in January 2013 without any sales of securities. On April 8, 2014, the Company completed a private placement for $500,000. (Note 5 and Note 8). The Company will continue seeking alternative financing sources. There can be no assurance that the Company will be successful in raising any additional funds or in obtaining enough customers to provide sufficient revenue to complete its business plan and achieve profitable operations or that the funds received will be sufficient to achieve the Company’s goals.
	These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not reflect any adjustments that might result from the outcome of these uncertainties
Recent accounting pronouncements	'
	Recent accounting pronouncements
	The Company has evaluated all recent accounting pronouncements through May 14, 2014, as issued by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU”) and find none that would have a material impact on the financial statements of the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.

Related_Party_Transactions_Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2014
Related Party Transactions Tables	'
Advances from shareholders and employees	'
	Advances from shareholders and employees consists of the following at March 31, 2014 and December 31, 2013.
		March 31, 2014		December 31, 2013
	Michael Lebor, Chief Executive Officer	$	11,180	$	9,145
	Former employees		3,510		56,715
	Debenture holders		-		45,875
		$	14,690	$	111,735

Organization_and_Summary_of_Si2

Organization and Summary of Significant Accounting Policies (Details Narrative) (USD $)

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Jun. 17, 2011

Jun. 30, 2011

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Organization And Summary Of Significant Accounting Policies Details Narrative

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'

'

The Chat& software is a 100% hosted no download software-as-a-service (“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session.

Warrants outstanding

'

3,650,000

'

'

'

'

'

'

3,650,000

4,887,500

'

'

'

'

'

Net loss

'

'

'

'

'

'

'

'

($713,558)

($30,589)

($45,594)

($229,617)

($862,790)

($755,604)

($2,607,163)

Loss included in non cash compensation

'

'

'

'

'

'

'

112,182

'

'

'

'

'

'

162,177

Loss incuded in amortization of warrant cost

'

'

'

'

'

'

'

'

'

'

'

'

'

'

151,775

Loss on settlement of liabilities with common stock

'

'

'

'

'

'

'

'

187,395

'

'

'

'

'

187,395

Warrant liability expense

'

'

'

'

'

'

'

'

459,567

'

'

'

'

'

459,567

Proceeds from senior convertible debentures

'

'

'

'

'

'

850,000

850,000

'

'

'

'

'

'

850,000

Borrowed from unrelated individual

'

'

'

'

75,000

'

'

'

'

'

'

'

'

'

'

Percentage of interest rate

'

'

'

5.00%

5.00%

'

'

'

'

'

'

'

'

'

'

Maturity date of debt instuments

'

'

'

14-Nov-13

'

31-Mar-13

'

'

31-Mar-13

'

'

'

'

'

'

Extended maturity date

'

'

'

'

'

14-Nov-13

'

'

14-Nov-13

'

'

'

'

'

'

Attempted to raise a minimum capital

'

'

3,000,000

'

'

'

'

'

'

'

'

'

'

'

'

Private placement completion

$500,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Intellectual_Property_Details_

Intellectual Property (Details Narrative) (USD $)	3 Months Ended		12 Months Ended	47 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014
Intellectual Property Details Narrative	'	'	'	'
Development of software	'	'	'	'
	The Chat& software is a 100% hosted no download software-as-a-service (“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session.
Asset impairment charge	$9,841	'	$9,841	$9,841

Senior_Convertible_Debentures_

Senior Convertible Debentures (Details Narrative) (USD $)	0 Months Ended		1 Months Ended	3 Months Ended		47 Months Ended
	Jan. 16, 2014	Jun. 17, 2011	Jun. 30, 2011	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Debt Disclosure [Abstract]	'	'	'	'	'	'
Issuance of convertible debentures	'	$850,000	$850,000	'	'	$850,000
Common stock at a conversion price	'	$0.10	'	'	'	'
Notes bearing interest rate	'	5.00%	'	'	'	'
Additional shares issued	15,712,459	'	'	'	'	'
Issued warrants for debt	'	'	'	4,250,000	'	'
Common stock warrants excerise price	'	'	'	$0.15	'	'
Additional warrants acquired	'	'	'	637,500	'	'
Shares issued not convertibel into common stock	'	'	'	1,230,150	'	'
Valuation of shares	'	'	'	307,538	'	'
Exchange of shares	'	'	'	120,143	'	'
Loss recognized on conversion	'	'	'	$187,395	'	'

Notes_Payable_Details_Narrativ

Notes Payable (Details Narrative) (USD $)	0 Months Ended		3 Months Ended
	Nov. 14, 2012	Jun. 11, 2012	Mar. 31, 2014	Jul. 11, 2012	Mar. 31, 2014	Jan. 16, 2014
					Unsecured Loan [Member]	Unsecured Loan [Member]
Proceeds from unsecured notes payable	$15,000	$75,000	'	'	'	'
Unsecured loan interest rate	5.00%	'	'	5.00%	'	'
Notes maturity date	14-Nov-13	31-Mar-13	31-Mar-13	'	'	'
Extended maturity date	'	14-Nov-13	14-Nov-13	'	'	'
Accrued interest	'	'	'	'	$6,734	$877

Stockholders_Equity_Details_Na

Stockholders' Equity (Details Narrative) (USD $)	0 Months Ended		3 Months Ended
	Mar. 31, 2014	Jan. 16, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Preferred stock, shares authorized	100,000,000	'	100,000,000	'	100,000,000
Preferred stock, par value	$0.00	'	$0.00	'	$0.00
Preferred stock, shares issued	'	'	'	'	'
Preferred stock, shares outstanding	'	'	'	'	'
Common stock, shares authorized	500,000,000	'	500,000,000	'	500,000,000
Common stock, par value	$0.00	'	$0.00	'	$0.00
Common stock, shares issued	32,112,460	'	32,112,460	'	17,750,001
Common stock, shares outstanding	32,112,460	'	32,112,460	'	12,750,001
Warrants	3,650,000	'	3,650,000	4,887,500	'
Issuance of Debentures escrow shares	'	'	5,000,000	'	'
Issuance of stock on expected revenue	'	'	3,300,000	'	'
Expected revenue	'	'	$1,000,000	'	'
Expected revenue from remaining stock	'	'	3,000,000	'	'
Additional shares issued	'	15,712,459	'	'	'
Issuance of restricetd private offering securities	50,000	'	'	'	'
Purchase price per share	$10	'	'	'	'
Number of common shares in one unit	100	'	'	'	'
Purchase of shares description	'	'	'	'	'
	100 units entitle each holder thereof to 10,000 shares of common stock, B Warrants to purchase 5,000 shares of common stock and C Warrants to purchase 5,000 shares of common stock.
Number of stock sold	36,500	'	'	'	'
Number of stock sold amount	365,000	'	'	'	'
Warrants liability expense	459,567	'	'	'	'
Proceeds from sale of common stock warrants	146,000	'	'	'	'
Adjustment of Warrants liability expense	$605,567	'	'	'	'
April 8, 2014 [Member]	'	'	'	'	'
Number of warrants sold	13,500	'	'	'	'
Warrant B [Member]	'	'	'	'	'
Common stock warrants excerise price	$0.10	'	'	'	'
Issuance of warrants for purchase of common stock	100	'	'	'	'
Warrant C [Member]	'	'	'	'	'
Common stock warrants excerise price	$0.15	'	'	'	'
Issuance of warrants for purchase of common stock	100	'	'	'	'
Warrants [Member]	'	'	'	'	'
Warrants volatility rate	75.00%	'	'	'	'
Warrants dividends	0.00%	'	'	'	'
Warrants risk-free interest	0.88%	'	'	'	'

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Accrued expenses and payroll	$108,196	$202,860
Federal and state payroll taxes	16,171	21,734
Federal balance payment	12,500	'
Michael Lebor [Member]	'	'
Accrued expenses and payroll	46,093	46,093
David Rosenberg [Member]	'	'
Accrued expenses and payroll	22,614	22,614
Former Employee [Member]	'	'
Accrued expenses and payroll	$16,584	$16,584

Related_Party_Transactions_Adv

Related Party Transactions - Advances from shareholders and employees (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Advances from shareholders and employees	$14,690	$111,735
Michael Lebor Chief Executive Officer [Member]	'	'
Advances from shareholders and employees	11,180	9,145
Former Employees [Member]	'	'
Advances from shareholders and employees	3,510	56,715
Debenture Holders [Member]	'	'
Advances from shareholders and employees	'	$45,875

Commitments_and_Contingencies_

Commitments and Contingencies (Details Narrative) (USD $)	0 Months Ended	3 Months Ended
	Apr. 17, 2013	Mar. 31, 2014	Mar. 31, 2013
Commitments And Contingencies Details Narrative	'	'	'
Rent expense	'	$0	$0
Litigation amount owed	$29,486	'	'
Litigation finace fee interest	10.00%	'	'

Subsequent_Event_Details_Narra

Subsequent Event (Details Narrative) (USD $)	0 Months Ended			3 Months Ended	0 Months Ended
	Apr. 08, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Apr. 08, 2014
		Capital Units One [Member]	Capital Units Two [Member]	Restricted Securities Two [Member]	Restricted Securities One [Member]
Restricted security units	'	50,000	36,500	'	'
Private offering of restricted securities	$500,000	'	'	$365,000	$135,000