Chatand 10-Q 23 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 18, 2015
Document And Entity Information
Entity Registrant Name	chatAND, Inc.
Entity Central Index Key	1,529,133
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		39,150,805
Trading Symbol	CHAA
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 1,026	$ 29,421
Total current assets	$ 1,026	29,421
Property and equipment, net of accumulated depreciation of $10,536		749
Other assets:
Investments (Note 4)	$ 1,581,468	1,600,000
Total other assets	1,581,468	1,600,000
Total assets	1,582,494	1,630,170
Current liabilities:
Accounts payable	334,719	295,969
Accrued expenses	85,291	85,291
Advances from stockholders and employees	14,690	$ 14,690
Notes Payable	15,000
Warrant liability	115,486	$ 342,753
Total current liabilities	565,186	738,703
Stockholders' equity:
Common stock: $0.00001 par value; 500,000,000 shares authorized; 39,150,805 shares issued and outstanding as of September 30, 2015 and 38,875,805 shares issued and outstanding as of December 31, 2014	392	389
Common stock subscription	105,970	125,970
Additional paid in capital	3,970,103	3,915,154
Accumulated deficit	(3,059,205)	(3,150,046)
Total stockholders' equity	1,017,308	891,467
Total liabilities and stockholders' equity	1,582,494	$ 1,630,170
Series A Convertible Stock [Member]
Stockholders' equity:
Preferred stock value	$ 48
Series A Convertible Stock [Member]
Stockholders' equity:
Preferred stock value

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Accumulated depreciation, property and equipment net	$ 10,536	$ 10,536
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, convertible stock stated value
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	39,150,805	38,875,805
Common stock, shares outstanding	39,150,805	38,875,805
Series A Convertible Stock [Member]
Preferred stock, par value	$ 0.00001
Preferred stock, convertible stock stated value	$ 48.07309
Preferred stock, shares authorized	4,807,309
Preferred stock, shares issued	4,807,309
Preferred stock, shares outstanding	4,807,309

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue:
Total revenue
Costs and expenses:
General and administrative	$ 15,527	$ 658,450	$ 130,480	$ 795,152
Research and development expense		$ 600	(2,791)	4,700
Asset impairment			749	9,841
Total costs and expenses	$ 15,527	$ 659,050	128,437	809,693
Loss from operations	(15,527)	(659,050)	(128,437)	(809,693)
Other expenses:
Interest expense	$ (5,820)	$ (2,978)	$ (7,988)	(8,707)
Warrant liability expense				$ (629,544)
Gain on change in fair value of derivative liability	$ 97,584		$ 227,267
Loss on settlement of debt				$ (187,395)
Total other income (expenses)	$ 91,764	$ (2,978)	$ 219,279	(825,646)
Net income (loss) before income taxes	$ 76,237	$ (662,028)	$ 90,841	$ (1,635,339)
Income taxes
NET (LOSS) INCOME	$ 76,237	$ (662,028)	$ 90,841	$ (1,635,339)
Net loss per share, basic and diluted	$ 0	$ (0.02)	$ 0	$ (0.05)
Weighted average number of shares outstanding, basic	39,150,805	38,561,303	39,108,314	33,011,523

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Series A [Member]	Common Stock [Member]	Common Stock Subscriptions [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
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 in settlement of debt and accrued interest			$ 4		15,873		15,877
Common stock issued in settlement of debt and accrued interest, shares			413,345
Common shares issued in settlement of debt and accrued interest			$ 145		1,026,128		1,026,273
Common shares issued in settlement of debt and accrued interest, shares			14,482,309
Common stock issued in settlement of debt and accrued interest			$ 12		120,131		120,143
Common stock issued in settlement of debt and accrued interest, shares			1,230,150
Common shares issued to acquire intangible assets			$ 50		1,349,950		1,350,000
Common shares issued to acquire intangible assets, shares			5,000,000
Sale of common stock			$ 50		499,950		500,000
Sale of common stock, shares			5,000,000
Allocation of common stock proceeds to warrant liability					(200,000)		(200,000)
Loss on settlement of debt					$ 187,395		187,395
Common stock subscriptions received				$ 125,970			125,970
Fair value of vested options					$ 540,475		540,475
Net income (loss)						$ (1,256,441)	(1,256,441)
Balance at Dec. 31, 2014			$ 389	$ 125,970	$ 3,915,154	$ (3,150,046)	891,467
Balance, shares at Dec. 31, 2014			38,875,805
Common Stock Issued			$ 3	$ (20,000)	34,996		$ 14,999
Common Stock Issued, shares			275,000
Exchange Agreement (Stanhope)		$ 48			$ (48)
Exchange Agreement, shares (Stanhope)		4,807,309
Net income (loss)						$ 90,841	$ 90,841
Balance at Sep. 30, 2015		$ 48	$ 392	$ 105,970	$ 3,950,102	$ (3,059,205)	$ 1,017,308
Balance, shares at Sep. 30, 2015		4,807,309	39,150,805

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 90,841	$ (1,635,339)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		5,579
(Gain) loss on change in fair value of warrant liability	$ (227,267)	629,544
Loss on settlement of debt		187,395
Impairment of assets	$ 749	540,475
Changes in operating assets and liabilities:		9,841
Accounts payable	$ 38,750	974
Accrued expenses		5,253
Net cash used in operating activities	$ (96,927)	$ (256,278)
CASH FLOWS FROM INVESTING ACTIVITIES:
Freeline bankruptcy	$ 18,532
Purchase of Furniture and Equipment		$ (833)
Purchase of Freeline assets		(250,000)
Net cash used by investing activities	$ 18,532	(250,833)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from stockholders and employees		$ 7,220
Proceeds from notes payable	$ 15,000
Sale of common stock subscriptions		$ 500,000
Sales of Common Stock	$ 35,000
Net cash provided by financing activities	50,000	$ 507,220
Net (decrease) increase in cash	(28,396)	109
Cash, beginning of the period	29,421	6
Cash, end of period	1,026	$ 115
SUPPLEMENTAL INFORMATION
Cash paid for interest	$ 7,988
Cash paid for income taxes
Non-cash investing and financing activities:
Common stock issued for senior convertible debentures		$ 850,000
Common stock issued for accrued interest		118,027
Common stock issued for advances from stockholders		104,265
Common stock issued for note payable		90,000
Common stock issued for intangible assets		$ 1,350,000

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION chatAND, Inc., a Nevada corporation (the “Company”), 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”). The Company 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. In 2014, the Company acquired substantially all the assets of Freeline Sports, Inc., an inactive California company. We do not currently have plans to develop these assets or market any products related to these assets. However, we are currently pursuing financing in order to develop these acquired assets. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2015 and for the Nine months ended September 30, 2015 and 2014. The results of operations for the Nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full year ending December 31, 2015, or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2014 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 31, 2015.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	9 Months Ended
	Sep. 30, 2015
Going Concern And Managements Liquidity Plans
Going Concern and Management's Liquidity Plans	2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2015, the Company had a cash balance of $1,026 and a working capital deficit (current liabilities exceeding current assets) of $564,160. During the nine months ended September 30, 2015, the Company used net cash in operating activities of $96,927. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During this three (3) month period, the Company received $15,000 from Notes Payable, which was sufficient cash to fund its operating requirements through September of 2015. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock and convertible debentures. The Company intends to raise additional capital through private issuances of debt and equity instruments, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully execute on its business plan or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Options to purchase common stock 5,370,000 - Series A convertible preferred stock 4,807,309 - Warrants to purchase common stock 5,575,000 3,650,000 Totals 15,752,309 3,650,000 Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements except as disclosed in Note 9.

Investments

Investments	9 Months Ended
	Sep. 30, 2015
Investments
Investments	4. INVESTMENTS On May 8, 2014, the Company entered into an Asset Purchase Agreement (the “Freeline Purchase Agreement”) with Leonard S. Ackerman, as Chapter 7 trustee (the “Trustee”) in Bankruptcy Case Number 13-06272-MM7 (the “Bankruptcy Case”) to enter a bid in bankruptcy to purchase substantially all of the assets (the “Freeline Assets”) of Freeline Sports, Inc. (“Freeline”) subject to an order of relief under Chapter 7 of Title 11 of the United States Bankruptcy Code (the “Freeline Acquisition”). The purchase of the Freeline Assets by the Company was contingent upon the Company’s becoming the successful bidder (the “Stalking Horse Bid”) of a bankruptcy auction (the “Bankruptcy Auction”). Pursuant to the terms of the Freeline Purchase Agreement, the Company was required to pay the Trustee a cash amount of $30,000 as a deposit of the Purchase Price (as defined below). The full purchase price (the “Purchase Price”) of the Freeline Assets was $250,000, subject to adjustment if the Company submits an overbid at the Bankruptcy Auction. In conjunction with the Freeline Acquisition, the Company also purchased the Freeline Notes (as defined below, and as described further in Note 8) from a stockholder of the Company which held the Freeline Notes in exchange for 5,000,000 shares of the Company’s common stock. On June 11, 2014, the United States Bankruptcy Court in the Southern District of California granted a Motion for Order Approving Settlement Agreement in the Bankruptcy Case, pursuant to which, among other things, the Company was successful in its Stalking Horse Bid for the Freeline Assets. The Company has evaluated this transaction and determined it is an asset purchase, consisting primarily of patents, copyrights and trademarks together with related applications if not completed, and inventory. At March 31, 2015, the Company’s investment in the Freeline Assets and the Freeline Notes consisted of a cash payment of $250,000 and 5,000,000 shares of the Company’s common stock, par value $0.00001, valued at $1,350,000, the closing price of the stock on the date the transaction was completed. The acquisition was completed on July 11, 2014. The Company will engage an appraiser to value the assets acquired, when funding becomes available. At June 22, 2015, the Company was refunded $18,532 from the bankruptcy estate for the closing of the Freeline Bankruptcy Case. This amount has been recorded as a reduction of the purchase price of the Freeline Assets.

Warrant Liability

Warrant Liability	9 Months Ended
	Sep. 30, 2015
Warrant Liability
Warrant Liability	5. WARRANT LIABILITY In 2014, in connection with the sale of common stock, the Company issued an aggregate of 5,000,000 common stock purchase warrants to purchase the Company’s common stock with an exercise prices of $0.10 to $0.15 per share for three years with anti-dilutive (reset) provisions. In August 2015, three investments totaling $15,000 were made into the Company though several 10% Convertible Promissory Notes. As part of the notes, investors were granted Warrants to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.10 per share, subject to adjustment if the Company raises equity below such price. The Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record allocated fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. At September 30, 2015, the fair value of the reset provision of $115,486 was determined using the Black-Scholes Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 126.31%; risk free rate: 0.56%; and expected life: 2.00 to over 4.00 years. The Company recorded a gain on change in derivative liabilities of $97,583.59 during the three months ended September 30, 2015.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stockholders' Equity	6. STOCKHOLDERS’ EQUITY 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 September 30, 2015 the Company’s authorized 4,807,309 shares of Series A Convertible Preferred Stock with a par value of $0.00001 and $48 stated value, of which were all 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 September 30, 2015 and December 31, 2014, there were 39,150,805 and 38,875,805 shares issued and outstanding, respectively

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	7. RELATED PARTY TRANSACTIONS At September 30, 2015 and December 31, 2014, 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 consist of the following at September 30, 2015 and December 31, 2014. September 30, 2015 December 31, 2014 Michael Lebor, Chief Executive Officer $ 11,180 $ 11,180 Former employees 3,510 3,510 $ 14,690 $ 14,690

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurement	8. FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash, accounts payable, short-term borrowings and other current assets and liabilities approximate fair value because of their short-term maturity. As of September 30, 2015 and December 31, 2014, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 5. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 5 are that of volatility and market price of the underlying common stock of the Company. As of September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of September 30, 2015, in the amount of $115,486 has a level 3 classification. Level 1 Level 2 Level 3 Derivative Liability - - 115,486 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015: Warrant Liability Balance, December 31, 2014 $ 342,753 Unrealized decrease in fair market value (227,267 ) Balance, September 30, 2015 $ 115,486 Net Gain for the quarter included in earnings relating to the liabilities held at September 30, 2015 $ (97,584 )

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	9. SUBSEQUENT EVENTS On October 23, 2015, Richard Rosenblum, a member of the Company’s Board of Directors, invested $5,000 into the Company though a 10% Convertible Promissory Note due on January 23, 2016 (the “ Rosenblum Due Date On November 2, 2015, the Stacy Group LLC (the “Stacy Group”) invested $15,000 into the Company though a 10% Convertible Promissory Note due on February 2, 2016 (the “ Stacy Group Due Date

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Net Loss per Share	Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Options to purchase common stock 5,370,000 - Series A convertible preferred stock 4,807,309 - Warrants to purchase common stock 5,575,000 3,650,000 Totals 15,752,309 3,650,000
Recent Accounting Pronouncements	Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
Subsequent Events	Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements except as disclosed in Note 9.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Share	Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Options to purchase common stock 5,370,000 - Series A convertible preferred stock 4,807,309 - Warrants to purchase common stock 5,575,000 3,650,000 Totals 15,752,309 3,650,000

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Advances from Shareholders and Employees	Advances from shareholders and employees consist of the following at September 30, 2015 and December 31, 2014. September 30, 2015 December 31, 2014 Michael Lebor, Chief Executive Officer $ 11,180 $ 11,180 Former employees 3,510 3,510 $ 14,690 $ 14,690

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Summary of Derivative Liability	The derivative liability as of September 30, 2015, in the amount of $115,486 has a level 3 classification. Level 1 Level 2 Level 3 Derivative Liability - - 115,486
Summary of Changes in Fair Value of Financial Liabilities	The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015: Warrant Liability Balance, December 31, 2014 $ 342,753 Unrealized decrease in fair market value (227,267 ) Balance, September 30, 2015 $ 115,486 Net Gain for the quarter included in earnings relating to the liabilities held at September 30, 2015 $ (97,584 )

Nature of Operations and Basi20

Nature of Operations and Basis of Presentation (Details Narrative)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
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.

Going Concern and Management'21

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Going Concern And Managements Liquidity Plans
Cash	$ 1,026	$ 115	$ 29,421	$ 6
Working capital deficiency	564,160
Net cash used by operating activities	96,927	$ 256,278
Freeline notes payable	$ 15,000

Summary of Significant Accoun22

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Potentially dilutive securities excluded from the computation of basic and diluted per share	15,752,309	3,650,000
Option To Purchase Common Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	5,370,000
Series A Convertible Preferred Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	4,807,309
Warrants To Purchase Common Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	5,575,000	3,650,000

Investments (Details Narrative)

Investments (Details Narrative) - USD ($)	Jun. 22, 2015	Mar. 31, 2015	Sep. 30, 2015
Purchase price amount			$ 30,000
Business acquisition par value			$ .00001
Freeline [Member]
Purchase price amount			$ 250,000
Notes exchange into shares		5,000,000
Cash payment		$ 250,000
Shares issued for acquisition, shares		5,000,000
Shares issued for acquisition, value		$ 1,350,000
Acquisition maturity date		Jul. 11, 2014
Freeline bankruptcy refund	$ 18,532

Warrant Liability (Details Narr

Warrant Liability (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Aug. 31, 2014
Investment		$ 1,581,468		$ 1,581,468		$ 1,600,000
Fair value of reset provision				$ 115,486
Fair value assumptions, dividend yield				0.00%
Fair value assumptions, volatility				126.31%
Fair value assumptions, risk free interest rate				0.56%
Loss on change in fair value of warrant liability		$ 97,584		$ 227,267
Minimum [Member]
Fair value assumptions, expected term				2 years
Maximum [Member]
Fair value assumptions, expected term				4 years
Warrants [Member]
Common stock purchase of warrants						5,000,000
Anti-dilutive reset provisions period						3 years
Warrants [Member] | Minimum [Member]
Common stock exercise price per share						$ 0.10
Warrants [Member] | Maximum [Member]
Common stock exercise price per share						$ 0.15
Warrants [Member] | 10% Convertible Promissory Notes [Member]
Investment							$ 15,000
Number of investments	3
Common stock purchase of warrants	300,000
Common stock exercise price per share							$ 0.10

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, convertible stock stated value
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	39,150,805	38,875,805
Common stock, shares outstanding	39,150,805	38,875,805
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized	4,807,309
Preferred stock, par value	$ 0.0001
Preferred stock, convertible stock stated value	$ 48.07309

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Accrued expenses and payroll	$ 85,291	$ 85,291
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 - Sc

Related Party Transactions - Schedule of Advances from Shareholders and Employees (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Advances from related parties	$ 14,690	$ 14,690
Michael Lebor [Member]
Advances from related parties	11,180	11,180
Former Employees [Member]
Advances from related parties	$ 3,510	$ 3,510

Fair Value Measurement (Details

Fair Value Measurement (Details Narrative)	Sep. 30, 2015USD ($)
Level 3 [Member]
Derivative Liability	$ 115,486

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Derivative Liability (Details)	Sep. 30, 2015USD ($)
Level 1 [Member]
Derivative Liability
Level 2 [Member]
Derivative Liability
Level 3 [Member]
Derivative Liability	$ 115,486

Fair Value Measurement - Summ30

Fair Value Measurement - Summary of Changes in Fair Value of Financial Liabilities (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Fair Value Disclosures [Abstract]
Beginning Balance	$ 342,753
Unrealized decrease in fair market value	(227,267)
Ending Balance	115,486
Net Gain for the quarter included in earnings relating to the liabilities held at September 30, 2015	$ (97,584)

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Nov. 02, 2015	Oct. 23, 2015	Sep. 30, 2015	Dec. 31, 2014
Investments			$ 1,581,468	$ 1,600,000
Richard Rosenblum [Member] | Subsequent Event [Member]
Investments		$ 5,000
Convertible promissory note interest rate		10.00%
Debt instruments maturity date		Jan. 23, 2016
Conversion amounts under due		$ 50,000
Stacy Group LLC [Member] | Subsequent Event [Member]
Investments	$ 15,000
Convertible promissory note interest rate	10.00%
Debt instruments maturity date	Feb. 2, 2016
Conversion amounts under due	$ 150,000