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EX-10.1 - INVESTMENT LOAN/PURCHASE/OPTION DOCUMENTS - ChatChing Inc.chtc_ex101.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2013
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________

Commission File Number: 333-176962
 
ChatChing Inc.
(Exact name of registrant as specified in its charter)
 
Florida
 
8900
 
45-2655248
(State or other jurisdiction
of incorporation or organization)
 
(Primary standard industrial
classification code number)
 
(I.R.S. employer
identification number)

1061 E. INDIANTOWN RD. #400
JUPITER FL 33477
(Address of Principal Executive Offices including Zip Code)

561-316-3867
(Registrant's Telephone Number, including area code)

_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: None
 (Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter – Less than $1,000.
 
As of January 22, 2014 there were 409,777,775 shares of the registrant’s company stock outstanding.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I
       
Item 1.
Description of Business
    4  
Item 2.
Description of Property
    12  
Item 3.
Legal Proceedings
    12  
Item 4.
Mine Safety Disclosures
    12  
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 
    13  
Item 6.
Selected Consolidated Financial Data
    15  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
    15  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
    19  
Item 8.
Financial Statements
    20  
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
    21  
Item 9A.
Controls and Procedures
    21  
Item 9B.
Other Information
    22  
Item 10.
Directors, Executive Officers, and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
    23  
Item 11.
Executive Compensation
    24  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    25  
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
    25  
Item 14.
Principal Accountant Fees and Services
    25  
Item 15.
Exhibits
    27  
 
 
2

 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
 
This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Chatching, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Chatching”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.
 
Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.
 
The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.
 
 
3

 

PART I
 
Item 1. Description of Business
 
General

Organization
 
We were incorporated as Social Network Marketing, Inc. on January 19, 2011 under the laws of the State of Florida. On June 30, 2011, we authorized an 8 share for 10 share reverse stock split. All share numbers in this Report have been adjusted to effect this stock split. On July 5, 2011, we amended our Articles of Incorporation to change our name to Chatching Inc.
 
Our principal executive offices are located at 1061 E. Indiantown Rd. #400 Jupiter FL 33477, and our telephone number is 561-316-3867.

We maintain a website at www.chatching.com.
 
Business
 
We operate a social networking website, ChatChing.com. We have currently completed initial development of the site and it is open to the public.

Since our inception, we have spent over 20,000 man-hours to develop our website and have taken the following significant operational activities in furtherance of our business plan:
 
●   
Developed a fully functional social networking website which has been available in private beta since April 11, 2011. Over 8000 hours in technical development work completed. The technical work included:
 
o   
Developed requirements and features list
o   
Evaluated programming frameworks and platforms
o   
Installed issue tracking and resolution system
o   
Designed and developed screens and forms
o   
Modeled advertising system
o   
Configured and tested Amazon EC2 cloud-based server banks with load balancing
o   
Setup SQL database with master / slave scaling
o   
Evaluated database scaling technologies
o   
Implemented version control system
 
●   
Majority of site has been translated into Chinese, Dutch, Filipino, French, German, Greek, Hebrew, Hindi, Italian, Japanese, Korean, Portuguese (Brazil), Portuguese (European), Russian, English (UK), Spanish, Turkish, Vietnamese plus fully English (USA).
●   
We own two trademarks (ChatChing and Use It Own It).
●   
Service agreement entered with Amazon for hosting servers to ensure site capacity and facilitate potential rapid growth.
●   
Chief Technical Officer and Chief Marketing Officer recruitment commenced for post launch revenue activities and site roll-out.
 
The current status of our site is as follows:
 
●   
The following functions have been tested and found fully-functional on our development site: Registration of members and basic social networking actions that include creation of profile, inviting of friends, sharing of comments, sharing of photos, sharing of video links, on site chat, video chat and communication between members, as well as the incentive points system to support the offering. These functions are available for the launch of the web site.

 
4

 
 
●   
We continue development of more advanced features. These features include facial recognition, advanced member relationships, special profile pages, advanced privacy settings and member interest groups, integrated content with other social networking sites and dynamic updating of point counters. We anticipate that these functions will be available in the coming weeks and months, although because they are still under development there is no assurance as to when, if ever, they will actually become available:

●   
Additionally We have developed an iOS® application to interface with ChatChing and are in beta testing. We anticipate launching this application in the second calendar quarter of 2014. This is an iPhone/iPad application which will provide access to ChatChing content from apple mobile devices.

Our website is designed for use by individuals from all socio-economic and demographic backgrounds. We plan to generate revenues from contracts for advertisements to appear on ChatChing.com

We believe that the more members of our website, the more advertising revenue we can generate. The central focus of our business plan is to build the member base for our website. Our plan to quickly generate a member base that will allow us to obtain advertising revenue has two components. First, we have designed ChatChing.com to be easy and enjoyable to use for social networking. Second, we plan to offer members of our site the opportunity, if and only if they elect and only pursuant to the procedure specified on our website, to become Qualified Members to our company entitling them to earn Points under a Points system which are convertible into shares of our Common Stock as specified in a our Qualified Members Benefit Plan.
 
Members are not required to become Qualified Members. Although Qualified Members will receive Points as a result of their activities on our site as well as activities on our site by other persons identified to the Company by the Qualified Member to be invited by the Company to become Members of our website who become members of our site as a result, our Qualified Members will not receive any additional Points or any other benefits if an Qualified Member or Member identified and Company invited Member elects, on their own and only by following the procedures set forth on our website, to become a Qualified Member. In other words, our Qualified Members will receive exactly the same number of Points in connection with identifying a person to be invited by the Company to become a member of our website as well as that Referred Member’s use of the website regardless of whether or not the Qualified Member or Member identified and Company invited member elects to become a Qualified Member or uses our site simply as a Member.
 
Our Business Model
 
We offer a simple, easy to use yet comprehensive broad-based social networking website. Our members will be able to use our website from their personal computers, laptops and smart phones. Through our website, our members will also be able to post status updates and connect with a network of “friends” to engage in private and public communications. Members will easily be able to share self-created content, including pictures and other media. A beta version of the website is privately operational. Development continues with programmers focusing on optimization, targeted enhancement and back-end functionality for revenue maximization.
 
We expect that our revenue will be derived from selling advertising space on ChatChing.com. We intend to offer social advertising capabilities with the ability for members to share interesting advertisements with others. As our members become more and more engaged in using ChatChing.com to serve daily social networking needs, we plan to collect data to facilitate sales of advertisements to a targeted member base. Our founders are experienced in working with online advertising metrics and maximizing advertising via specific demographic and socio-economic variables as well as member interests. We currently sell advertising thru Google AdSense. We intend to include in the coming months additional resellers including but not limited to AdBrite, Open X and Value Click. We currently have publisher accounts with both Google and Open X. We have publisher accounts with both Google and Open X but will need to provide them with a live site for final approval in the days just prior to launch of service. Our plan is to utilize existing ad marketplaces and begin direct sales when we have a critical mass of at least 250,000 active daily members. As of the date of this Report, we have not taken any action to sell advertising in this fashion and have no contracts, agreements or commitments from any advertising purchaser.
 
 
5

 
 
As we grow and hire a sales team after we hit this critical mass, we plan to approach Fortune 500 companies for long term advertising and branding campaigns. To achieve these targets, we plan to support our initial website launch with ongoing advertising and public relations campaign. However, in compliance with SEC rules, none of our advertising or other public relations materials will contain any description of our Qualified Member Program, including the offer of Points convertible into Shares to persons who agree to become Qualified Members by following the procedure set forth on our website, except to the extent such description complies with the disclosure specified in SEC Rule 134, “Communications Not Deemed a Prospectus.” We have developed different advertising and public relations models with varying amounts of investment, which we will implement when we generate sufficient operating revenues or secure financing from other sources. As of the date of this Report, we have no contracts, agreements or commitments for financing from other sources.
 
We will offer to persons who wish to become Qualified Members the ability to click on a link which will take them to a separate webpage where they will be allowed the opportunity to sign up as a Qualified Member by following the procedure described in “Plan of Distribution – Offering Procedure,” in our registration statement.
 
Qualified Member Agreement
 
The Qualified Member Agreement provides as follows:
 
During the term of the Agreement, Qualified Member shall provide the following services in connection with of the business of Company in order to fully and successfully implement the Company’s business plan: The services which the Qualified Member may render are set forth in Exhibit A to the Company’s Qualified Members Benefits Plan (“Plan”), a copy of which has been furnished to Qualified Member. The entire Plan is incorporated by reference into the Agreement and all provisions of the Plan are made a part of the Agreement and binding upon Qualified Member.
 
Qualified Member may select which of the duties under the Plan Qualified Member wishes to perform. Qualified Member is not required to render any of these services and is free to use other social networking sites.
 
Qualified Members are prohibited from making any communication to a potential member, which could be deemed an offer of securities in violation of federal securities laws. Because of the likelihood that our Qualified Members will not be licensed, securities industry persons who will understand the legalize of nature of the communication restraints placed on them by the Qualified Member Program and Qualified Member Agreement, we have adopted certain compliance procedures to assure than no offers of our securities in violation of federal securities laws will be made by us or by our Qualified Members, as further described in Plan of Distribution – Certain Regulatory Issues,” below.
 
In that connection, Qualified Members will represent in the Qualified Member Agreement that they understand and agree that potential Members they may identify to the Company for the Company to invite to become members are not required to become Qualified Members. Although Qualified Members will receive Points as a result of referring other persons to become Members of the website, Qualified Members will not receive any additional Points or any other benefits if an identified and Company invited Member elects, on their own and only by following the procedures set forth on our website, to become a Qualified Member. In other words, a Qualified Member will receive exactly the same number of Points in connection with referring a Member as well as that Identified/Company Invited Member’s use of the website regardless of whether or not the identified and Company invited Member elects to become a Qualified Member or uses our site simply as a Member.
 
Further, through its Random Qualified Member Testing Program and monitoring of internet communications or if otherwise brought to its attention, if Company discover a Qualified Member has been making communications about its Qualified Member Program beyond those permitted under the Qualified Member Agreement, any Qualified Member violating this or any other provision of the Qualified Member Agreement will be terminated as a Qualified Member and will forfeit without consideration all accumulated Points and unvested Stock Awards.
 
 
6

 
 
Other provisions of the Qualified Member Agreement include:
 
●   
Qualified Member may terminate the Agreement upon written notice to the Company, which shall be effective five (5) business days from the date of such notice. The Agreement shall also terminate upon award of all stock eligible to be awarded under the Plan.
 
No person may be a Qualified Member unless they are 13 years of age or older. If Qualified Member is older than 13 but younger than 18, this Agreement is not valid until the PARENTAL CONSENT FORM attached to the Agreement is completed and signed in full.

Qualified Members Benefit Plan
 
The Qualified Members Benefit Plan provides for compensation Qualified Members under our the terms of our Qualified Members Benefit Plan.
 
The compensation, will be Points which can be converted into Shares of Common Stock.
 
The compensation will be based upon Points awarded under the Plan and certain other conditions set forth in the Plan. We will award Points to Qualified Members who elect to participate in the Points program for the following types of services:

Category
 
Action / Event
 
Points Awarded
 
Frequency Limit
   
Post invite Link to Major SN Site (FB, Twitter, LinkedIn, Google+, MySpace)
 
100
 
Once per month on a given site
   
Post invite Link to non Major SN Site
 
10
 
10 Sites per month
   
Address book extraction and invite
 
50
 
once per month min 50+ addresses
   
Invites The Member Initiates
 
0
 
Once per email address
   
Accepted Identified/Company Invited Users Provides Basic Profile Data
 
100
 
No Limit
   
Like us on Facebook
 
20
 
1 Per Lifetime
   
Follow ChatChing on Twitter
 
20
 
1 Per Lifetime
   
Use a ChatChing hashtag
 
1
 
3 Per Day
   
Post of the month with more likes
 
500
 
1 Per Lifetime
             
User Activity
       
   
Complete Profile All Basic Data
 
100
 
1 Per Lifetime
   
Substantially complete profile with history and interests
 
100
 
1 Per Lifetime
   
Upload Photos
 
5
 
5 Per Day
   
Update Status
 
3
 
3 Per Day
   
Post a Comment to Wall, Status, page, Blog, Photo, Album, Forum
 
2
 
Once per profile or page - limit 10 total per day.
   
Share a ChatChing post with friends
 
2
 
4 Per Day
   
Tag Photo
 
3
 
1 Per Photo
   
Add a Friend
 
5
 
25 per month
   
Identify Special Friend
 
25
 
Once per friend (Limit 10 lifetime)
   
Send Message
 
1
 
5 Per Day (once per other member)
   
Maintaing Linked Socials Accounts
 
25
 
One / month per linked linked if linked for full month.
   
Play Games or Use Open Social Application
 
3
 
4 Per Day, Required 10 Consecutive Minutes of App Usage
   
Chat with Friends
 
2
 
per conversation with friend
   
Install ChatChing mobile application
 
100
 
1 Per Lifetime
   
Host Apps or Games (dev)
 
3
 
4 Per Day
             
View to your content on ChatChing
       
   
View to your profile or page
 
1
 
Once per viewing member account per day
   
Receive a comment to Wall or Post
 
2
 
Once per posting member account per day
   
Posted comment  to one of your posts
 
2
 
Once per viewing member account per day
   
Receive Message
 
1
 
Once per sending member account per day
   
Views to Photo Album
 
1
 
Once per viewing member account per day
   
Member subscriber to one of your pages
 
1
 
Once per member per month
   
Member Engaging Game or Open App You Host on ChatChing
 
1
 
One Per member Per Day
 
*Recruited member must join with email address supplied during invite, joins with the same browser used in clicking a posted invite (cookie must be accepted by the browser and note deleted before registering), or identify member as principal inviter during registration.

**Not all point earning activities will be available at all times. Additional point earning functions will be added periodically as features are added to the site. Point award amounts and limits can be changed at any time at the discretion of ChatChing management.
 
Points from Activities by Referred Members. A Referred Member is any new Member that directly or indirectly becomes a member of the Site by being identified by another Member or a Qualified Member and then invited to become a member by the Company in accordance with the procedure set forth in the Company’s registration statement as filed with the SEC; and the new member identifies the existing member as the member who most influenced them to register at ChatChing. There is no obligation of any Referred Member to become a Qualified Member, and a Qualified Member will receive no additional Points, Shares, compensation or other benefit if any Referred Member becomes a Qualified Member, whether initially or at any subsequent time. However, the Points set forth below will be awarded if a qualified Referred Member A, B, C, D, E or F as set forth in the table below refers another person who becomes only a Referred Member by being identified for invitation by the Company by such qualified Referred Member A, B, C, D, E or F, regardless of whether or not such qualified Referred Member A, B, C, D, E or F is Qualified Member.
 
 
7

 
 
The Qualified Members can receive additional Points for any additional Referred Members identified by any of their initial Referred Members, and so on, but subject to limitations as follows:
 
Type of Referred Member
 
Percentage of Points of Type of Referred Member earned by Qualified Member
 
Referred Member A initially identified by Qualified Member and invited by Company
    25 %
Referred Member B identified by Referred Member A and invited by Company
    20 %
Referred Member C identified by Referred Member B and invited by Company
    15 %
Referred Member D identified by Referred Member C and invited by Company
    10 %
Referred Member E identified by Referred Member D and invited by Company
    10 %
Referred Member F identified by Referred Member E and invited by Company
    10 %
Referred Member G and lower identified by Referred Member F and lower and invited by Company
 
None
 
 
The Points represent the potential right, in certain circumstances described below, to receive shares of our Common Stock. Unless and until these circumstances occur, the Points do not represent equity in ChatChing or any right to vote or otherwise have any rights of a shareholder. If these circumstances do not occur, the Points will expire and will be of no value. The Points are issuable only to an individual Qualified Member and are not transferrable by sale, gift or otherwise during the Qualified Member’s lifetime. They are transferrable only as provided in the will of any deceased Qualified Member or, if no will exists, by the laws governing transfer of the assets of a deceased Qualified Member. Any attempt to transfer Points in violation of this limitation will be ineffective, and we reserve the right to cancel any Points if we learn that an attempt has been made to transfer them in violation of this limitation.
 
We will offer and award to Qualified Members Points exchangeable into an aggregate of 400,000,000 shares of common stock of ChatChing. As of the date of this Report, ChatChing has 400,000,000 shares of its common stock issued and outstanding. The Compensation Shares, at such time as they are all issued, would at that time therefore equal 50.0% of ChatChing’s issued and outstanding common stock, assuming ChatChing by that time has not issued any other shares of Common Stock or securities convertible into or exercisable for Common Stock.
 
We are not restricted in our ability to offer other equity securities (which may consist of Common Stock or other forms of equity) for sale or to issue new equity in connection with employee and other incentive programs or to acquire other businesses or assets. Any such activities would dilute the shares issuable in exchange for Points so the total number of shares of Common Stock issuable in exchange for Points may not represent 50% of the total equity or voting equity of ChatChing at any point in time.
 
We are offering Points solely to individual Qualified Members to ChatChing.com who elect to participate in the Points program and only in recognition of their bona fide services rendered in furtherance of the business plan of ChatChing. We are not charging money for Points, and Points are not transferable except to bona fide charitable or nonprofit organization organizations registered as Qualified Members and approved by ChatChing to receive charitable point donations; or by will or inheritance on the death of a Qualified Member. Once ChatChing’s website has exceeded one million Qualified Members, the participating Qualified Members will be permitted to participate in an allocation process, with each Allocation (an “Allocation”) resulting in the issuance of an aggregate of 20,000,000 shares of Common Stock to qualifying Qualified Members who satisfy a 12-month vesting requirement, as described below.
 
ChatChing plans a series of 20 such Allocations, which together would result in the issuance to qualifying Qualified Members of an aggregate of 400,000,000 shares of Common Stock. The first Allocation would take place three months following ChatChing’s reaching one million Qualified Members. Allocations after the initial Allocation would be made every calendar quarter thereafter, if the total number of Qualified Members had increased by at least one million since the last preceding Allocation, until a total of 20 Allocations have been carried out. At that point, all of the Compensation Shares will have been issued, and the Points program would cease. The number of shares of Common Stock for which the Points are exchangeable is subject to customary adjustments for stock splits, stock dividends and recapitalizations.
 
Because the total number of Points then held by qualifying Qualified Members will depend on the level of the services they render that generate Points, there is no specific number of shares of Common Stock for which a specific number of Points is exchangeable, and the number of shares for which any particular number of Points is exchangeable will depend on the total number of unexchanged Points held by qualifying Qualified Members on the exchange date.
 
 
8

 
 
To be qualified to acquire stock in an Allocation, participating Qualified Members would have to confirm certain personal identifying information and designate the number of their Points to participate in the Allocation. The number of Compensation Shares each participating Qualified Member would be eligible to acquire would be the Qualified Member’s pro rata portion of the total shares to be awarded in that Allocation, based on the ratio of the number of Points designated by that Qualified Member to the aggregate number of Points designated by all qualifying Qualified Members in that Allocation. There would be no cash payment or other consideration for Compensation Shares issued to qualifying Qualified Members, although we will charge Qualified Members a reasonable fulfillment fee for the issuance of their shares.
 
In each Allocation, a participating Qualified Member’s award of Compensation Shares would be contingent on a vesting requirement that in the following 12 months the Qualified Member earn additional Points equal to or greater in number than the amount designated by the Qualified Member for that Allocation. Shares would be issued at the end of the 12-month period to participating Qualified Members who satisfied this vesting requirement. If a participating Qualified Member does not satisfy that contingency, no shares would be issued in that Allocation to that Qualified Member. The shares not issued to that Qualified Member would be issued pro rata to other participating Qualified Members who satisfied the vesting requirement in that Allocation, and the Points designated by the Qualified Member for that Allocation could be used by the Qualified Member in later Allocations. In each Allocation, a participating Qualified Member can designate any or all of the Qualified Member’s Points not previously exchanged for Compensation Shares. In the event of a merger, reorganization, liquidation, asset sale or other major transaction to which ChatChing is a party, the Board of Directors may, at its option, select one or more of the following: (a) all issued Points to remain outstanding, (b) convert some or all issued Points into Points to acquire stock in another corporation that is a party to the transaction, (c) continue the Points Plan, with newly issued Points to be convertible into stock in another corporation that is a party to the transaction; or (d) terminate the Points Plan and cancel all Points.
 
The complete Qualified Members Benefit Plan is filed as an exhibit to the registration statement. The Plan authorizes the Board of Directors to interpret the Plan and to supply any omission or reconcile any inconsistency in the Plan. The Board of Directors may amend the Plan from time to time provided, however, any such amendments may not adversely affect then-existing interests or expectations of then-existing Qualified Members or other participants. In order to assure that any such amendments may not adversely affect then-existing interests or expectations of then-existing Qualified Members or other participants notwithstanding the fact that the Board has the unilateral right to amend the Plan, the Plan has been further amended to add the following to Section 12, as amended. In order to assure any such amendments not adversely affect then-existing interests or expectations of then-existing Qualified Members or other participants, the Board of Director’s power to amend the Plan is limited as follows: No amendment to the Plan will be applied retrospectively to any then-existing Qualified Members or other participants under the Plan prior to the date of the adoption of an Amendment, except as such amendment may be necessary to clarify any ambiguous terms or conditions of the Plan and then only in a way that does not adversely affect then-existing interests or expectations of then-existing Qualified Members or other participants. This provision may not be altered by further amendment by the Board.
 
Our Industry
 
Social media are works of member-created video, audio, text or multimedia that are published and shared in a social environment, such as a blog, wiki or video hosting site. Social media is distinct from traditional media, such as newspapers, television and film in three key areas. First, social media can be created by almost anyone. Traditional media production generally requires creation by those with specialized skills and training. Conversely, social media can be created by anyone familiar with ordinary computer skills. Second, it is relatively inexpensive to publish information using social media. Traditional media requires expensive assets such as printing presses, television studios, or broadcast towers to widely disseminate information. Social media can be widely disseminated using a personal computer, laptop or smart phone with an internet connection. Third, social media can be produced or updated almost immediately. With traditional media, it can take weeks or months to write a story for a magazine, print the magazine, and deliver the magazine to the readers. With social media, members may post stories, pictures, or video about an event as it is happening.
 
Social networking is the use of social media to communicate informally with other members, or to find people with similar interests to oneself. Social networking websites can range from broad based sites open to potentially all internet members to other websites for more targeted audiences.
 
 
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Our Technology
 
We have contracted with Amazon Web Service to host our website under the standard form AWS Customer Agreement. At launch our website will be able to serve over 5 million members.
 
We believe that Amazon Web Service will be able to meet our needs as our website attracts more members. However, we do not have any long term contracts with Amazon Web Service. In the event that Amazon Web Service can no longer meet our needs, we believe that there are many other server providers that have the capabilities to host our website.
 
Our Intellectual Property
 
We rely on a combination of trade secret, copyright, trademark, trade dress, domain name and patents to protect our intellectual property. We plan to register our domain names, trademarks, and service marks in the United States. Our registered trademarks in the United States include the service mark “ChatChing,” with serial number 85235907 and filing date of February 7, 2011 and Use It, Own It with serial number 85310122 and filing date of May 2, 1011; both expire in 2021. In addition, we also protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.
 
ChatChing.com’s proprietary software is being developed by a team of independently contracted programmers and graphic developers. We have developed a fully functioning social networking site and are in the final stages of testing. Additionally, we continue developments efforts to enhance the member interface and expand site capacity. Remaining planned development costs are approximately $100,000 which we anticipate will be funded by loans from management. Through contractual agreements, we own the proprietary software and other inventions created by such independent programmers and graphic developers. Furthermore, each of the independent programmers and graphic developers have entered into non-disclosure agreements to help protect our intellectual property and other confidential information.

Competition
 
There are numerous social networking sites. Many of our existing and potential competitors have substantially greater financial, technical, marketing and distribution resources than we do. Additionally, many of these companies have greater name recognition and more established relationships with our target customers. Furthermore, these competitors may be able to adopt more aggressive pricing policies and offer customers more attractive terms than we can. If we are unable to compete successfully, our business may suffer and our sales cycles could lengthen, resulting in a loss of market share or revenues.
 
We are a very small competitor in the market. Facebook is the largest social networking website with 800 million members. Twitter has 175 million members. LinkedIn is website targeted towards professional and career social networking. LinkedIn has approximately 100 million members. Its members create a profile containing an outline of their current and former professional achievements and connect their profiles with other people with whom they have professional, educational, or personal relationships. hi5 is a social networking website targeted towards gamers and is popular in Latin America. hi5 has over 40 million monthly visitors and is available in over 50 languages. There are many other social networking websites of all sizes.
 
We believe that competition within the industry based principally on a combination of quality, price, design, responsiveness and delivery, reputation, production capacity and after sales customer services. We distinguish ourselves from our competitors by not only offering and easy to use comprehensive social networking site, but also, by giving our members who become Qualified Members gain the ability to become a shareholders of our company as compensation for rendering specified bona-fide business development services under the Qualified Member Agreements.

 
10

 
 
We continue development of more advanced features. These features include facial recognition, advanced member relationships, special profile pages, advanced privacy settings and member interest groups, integrated content with other social networking sites and dynamic updating of point counters. We anticipate that these functions will be available in the coming weeks and months, although because they are still under development there is no assurance as to when, if ever, they will actually become available.
 
Regulation
 
We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business. In the United States and abroad, laws relating to the liability of providers of online services for activities of their members and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by members. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their members and other third parties could harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause members to abandon material aspects of our service.
 
In the area of information security and data protection, many states have passed laws requiring notification to members when there is a security breach for personal data, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.

We are also subject to federal, state, and foreign laws regarding privacy and protection of member data. We will post on our website our privacy policy and member agreement, which describe our practices concerning the use, transmission and disclosure of member data. Any failure by us to comply with our posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation of data protection laws, and their application to the Internet is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our members’ privacy and data could result in a loss of member confidence in our services and ultimately in a loss of members and customers, which could adversely affect our business.
 
In addition, because our services are accessible worldwide, certain foreign jurisdictions have claimed and others may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees, or infrastructure.
 
Employees
 
Currently, in addition to management who now devote full time to our business, we have a Chief Technology Officer who began devoting full time to our business subsequent to September 30, 2013. We have no other employees, and all services not provided by management and our CTO are provided by contractors.

Additional Information
 
We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.
 
 
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Item 2. Description of Property

The Company does not own any real property.
 
The Company’s current business address is 1061 E. Indiantown Rd. #400, Jupiter FL 33477, provided at no cost by corporate counsel.
 
We anticipate moving our principal office location after we hire employees.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
 
Item 3. Legal Proceedings

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.
 
Item 4. Mine Safety Disclosures
 
None
 
 
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PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Trading History

Our common stock is not quoted on the Over-The-Counter Bulletin Board or any other OTC Market.
 
Dividends
 
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Florida Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
 
 
we would not be able to pay our debts as they become due in the usual course of business; or

 
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
 
Securities Authorized for Issuance Under Equity Compensation Plans

None

 
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Recent Sales of Unregistered Securities

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, 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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $42,146 as a debt discount. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $75,000 note and receive the option to purchase 20,952,381 shares of No-Par Common stock for $26.

In August 2013, the Company issued a $35,000 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, 2016). In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which have been exercised. The proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $2,868 as a debt discount. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.

In October 2013, the Company issued a $35,000 note payable to an accredited investor. The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016. In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which were immediately exercised. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.
 
In December 2013, the Company issued a $40,000 note payable to an accredited investor. The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016. In connection with this note, the Company issued warrants to purchase 11,174,602 shares of No-Par Common Stock for $14, which were immediately exercised. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $40,000 note and receive the option to purchase 16,000,000 shares of No-Par Common stock for $20.

The financing documents issued in connection with the above provide as follows:

C Board Representation.
 
1.
The Company hereby confirms and agrees that, immediately following the acquisition of the Securities, you shall be entitled to, at your election from time to time, a seat on the Company's board of directors and the Company shall take all such actions as are necessary or prudent to obtain for you such seat as you shall from time to time elect, including the arrangement of all required meetings or consents of the shareholders of the Company.
 
2.
The Company hereby further agrees, in addition to any right you may have under the Company's bylaws or charter, to indemnify you to the fullest extent of applicable law, including the advancement of expenses from time to time to the maximum extent permitted by applicable law, in connection with your service from time to time as a member of the Company's board of directors whether or not at the time of any claim or other action you are currently a director of the Company. Nothing herein however shall require the Company to purchase D & O insurance unless such insurance is purchased for all members of the Board.
 
D Preemptive Rights.
 
1.
The Company shall not offer or sell any New Securities of the Company unless in connection with such offer or sale, the Company shall offer Investor the right to participate to the extent necessary to allow Investor to retain a pro rata proportion of the Stock of the Company of no less than 12.50% for Mr. Lamont and 6.25% for Mr. Lobaccaro of the issued and outstanding stock of the Company. So long as the issuance of New Securities does not reduce Investor’s interest below such percentage, this provision shall not be applicable. Any attempt to offer or sell any New Securities, or any rights therein, in violation of the preceding sentence shall be null and void ab initio.
 
 
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2.
As used herein, the term "New Securities" means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
 
Although we have had discussions with Mr. Lamont and Mr. Lobaccaro about becoming members of our Board of Directors, neither has made a formal request to do so as of the date of this Report.

All of these financing document have either been previously filed as exhibits or are filed as exhibits to this Report and should be referred to for all of their terms and conditions.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances.

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·
None of these issuances involved underwriters, underwriting discounts or commissions.
·
Restrictive legends were and will be placed on all certificates issued as described above.
·
The distribution did not involve general solicitation or advertising.
·
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

The investors were accredited, and we provided the following to him:

·
Access to all our books and records.
·
Access to all material contracts and documents relating to our operations.
·
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.

Redemption of Issuer Securities

None

Item 6. Selected Consolidated Financial Data
 
Not required.
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

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-K.

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.
 
 
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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 audited consolidated financial statements for the fiscal years ended  September 30, 2013 and 2012. The discussion also includes subsequent activities up to January 22, 2014. 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.

Overview
 
ChatChing operates a 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 35 states and territories. We have not yet generated or realized any revenues from our business operations.

In addition to our website, we are in final testing of the initial release of a mobile application for members to access our service. We now anticipate releasing this application in the coming weeks.

 
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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

ChatChing Inc. has not generated any revenue as of September 30, 2013.
 
Results of Operations

For the fiscal year ended September 30, 2013 vs. September 30, 2012

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 September 30, 2013, we incurred an additional $29,738 in expenses. These expenses in the aggregate consist primarily of general and administrative costs of $3,913, professional fees primarily in connection with our registration statement of $1,298 website maintenance costs of $23,278, and website hosting expenses of $2,903, interest expense of $11,199 and amortization of capitalized website costs of $42,893.
 
 
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For the fiscal year ended September 30, 2013, we incurred an additional $382,746 in expenses. These expenses in the aggregate consist primarily of general and administrative costs of $18,819, professional fees primarily in connection with our registration statement of $55,898, website maintenance costs of $135,029, website hosting expenses of $35,376, interest expense of $31,912 and authorization of capitalized website costs of $128,667.

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 $600,000, 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 Site Expansion
Continue development of services. (Website and mobile apps)
Current –June 2014
$100,000
Marketing and Growth
Public relations activities promoting growth and usage of ChatChing.
(Mid June 2014-June 2015)
$500,000
Continued Service
We anticipate maintaining operations within available cash flow.
mid 2015 onward
$0
 
Liquidity and Capital Resources

In addition to our estimated capital requirements of $600,000 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 $125,000 for the next 12 months. Accordingly, we estimate our capital requirements for the next 12 months to be approximately $725,000.
 
As of December 18, 2013, Steven Pfirman, our President, Secretary and Director and Nicholas Palin, a Director, loaned approximately $525,000, consisting of $275,000 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 Credit Line Agreements and related Credit Line Promissory Notes with Mr. Pfirman and Mr. Palin amended and restated in their entirety on April 8, 2013 to be in the amount of $275,000 and $250,000 respectively, aggregating $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 August 9, 2013, there were no available funds remaining on these lines of credit.

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. In April of 2013, one of the founding stockholders amended the agreement to increase the line from $250,000 to $275,000, for an aggregate borrowing limit of $525,000. These credit facilities are non-interest bearing, and matured December 31, 2013.

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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $49,170 as a debt discount.

In September 2012, the Company issued a $90,000 note to an accredited investor. The Note accrues PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $12,293 as a debt discount.

 
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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, 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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $42,146 as a debt discount. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $75,000 note and receive the option to purchase 20,952,381 shares of No-Par Common stock for $26.

In August 2013, the Company issued a $35,000 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, 2016). In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which have been exercised. The proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $2,868 as a debt discount. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.

In October 2013, the Company issued a $35,000 note payable to an accredited investor. The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016. In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which were immediately exercised. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.
 
In December 2013, the Company issued a $40,000 note payable to an accredited investor. The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016. In connection with this note, the Company issued warrants to purchase 11,174,602 shares of No-Par Common Stock for $14, which were immediately exercised. The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $40,000 note and receive the option to purchase 16,000,000 shares of No-Par Common stock for $20.
 
We estimate our capital requirements for the next 12 months to be approximately $725,000.
 
We are currently in negotiations to secure these required funds thru the sales of additional equity. While we anticipate reaching positive cash flow with this offering, 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, these offerings 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 above in “Business.”

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 funding or any planned material acquisitions.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
Not required.
 
 
19

 
 
Item 8. Financial Statements
 
Table of Contents
 
Report of Independent Registered Public Accounting Firm
    F-1  
         
Financial Statements:
       
         
Balance Sheets at September 30, 2013 and 2012
    F-2  
         
Statements of Operations for the years ended September 30, 2013 and 2012, the period from January 19, 2011 (inception) to September 30, 2013
    F-3  
         
Statements of Changes in Stock Holder’s Deficit for the the period from January 19, 2011 (inception) to September 30, 2013
    F-4  
         
Statements of Cash Flows for the years ended September 30, 2013 and 2012, the period from January 19, 2011 (inception) to September 30, 2013
    F-5  
         
Notes to Financial Statements     F-6  
 
 
20

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Stockholders
ChatChing, Inc. (f/k/a Social Network Marketing, Inc.)
Jupiter, Florida
 
We have audited the accompanying balance sheet of ChatChing Inc. (f/k/a Social Network Marketing, Inc.) (a Development Stage Company) (the "Company") as of September 30, 2013, and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended September 30, 2013 and 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
The Company has significant related party transactions.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ChatChing, Inc. (f/k/a Social Network Marketing, Inc.) and the results of its operations and its cash flows for the years ended September 30, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in process of developing its technology and has not generated any revenue to date. The lack of operating revenues and the dependency of stockholder loans for future development and working capital raise significant doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
 
/s/ Daszkal Bolton LLP
 
Jupiter, Florida
January 20, 2014
 
 
F-1

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
     
September 30, 2013 AND 2012
     
 
   
September 30,
2013
   
September 30,
2012
 
ASSETS
Current assets:
           
Cash
  $ -     $ 74,841  
Total current assets
    -       74,841  
                 
Other assets:
               
Website development costs, net of amortization of $176,180 and $4,632
  $ 341,586     $ 502,584  
Trademarks
    10,560       2,430  
Total other assets
    352,146       505,014  
                 
Total assets
  $ 352,146     $ 579,855  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
Current liabilities:
               
Related party advances
  $ 5,860     $ 27,000  
Accrued expenses
    1,985       -  
Lines of credit - related parties
    525,000       481,660  
Total current liabilities
    532,845       508,660  
                 
Other liabilities:
               
Long term notes payable, net
  $ 573,450     $ 388,371  
Total other liabilities
    573,450       388,371  
                 
Commitments and contingencies
               
                 
Stockholders' deficit:
               
Common stock, 800,000,000 shares authorized;
               
   388,825,396 and 404,047,619 shares issued and outstanding
    106,952       61,969  
Additional paid in capital
    4,717       -  
Deficit accumulated during development stage
    (865,818 )     (379,145 )
Total stockholders' deficit
    (754,149 )     (317,176 )
                 
Total liabilities and stockholders' deficit
  $ 352,146     $ 579,855  
 
 
F-2

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2013 and 2012, and the period from January 19, 2011 (Inception) to September 30, 2013
 
               
Period from
January 19, 2011 (Inception) to
September 30, 2013
 
             
   
Year Ended
September 30, 2013
   
Year Ended
September 30, 2012
 
                   
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
General and administrative
    17,460       50,659       96,479  
Professional fees
    80,396       103,953       328,536  
Interest expense
    46,865       9,834       56,699  
Amortization of website development costs
    171,548       4,632       176,180  
Hosting expense
    35,376       31,206       72,896  
Website maintenance
    135,028       -       135,028  
Total operating expenses
    486,673       200,284       865,818  
Net loss from operations before income taxes
    (486,673 )     (200,284 )     (865,818 )
                         
Income taxes
    -       -       -  
                         
Net Loss
  $ (486,673 )   $ (200,284 )   $ (865,818 )
                         
Loss per common share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of shares outstanding
    390,101,169       352,866,928          
 
 
F-3

 

CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
   
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
   
FOR THE period from January 19, 2011 (Inception) to September 30, 2013
   
 
 
                     
Deficit Accumulated During the Development Stage
       
                         
                     
Total
 
   
Common Stock
         
Stockholders'
 
   
Shares
   
Amount
   
APIC
   
Deficit
 
Balance, January 19, 2011 (Inception)
    -       -       -       -       -  
                                         
Issuance of common stock
    325,000,000       406       -       -       406  
                                         
Net loss
    -       -       -       (178,861 )     (178,861 )
                                         
Balance, September 30, 2011
    325,000,000       406       -       (178,861 )     (178,455 )
                                         
Issuance of warrants
    -       -       61,463       -       61,463  
                                         
Issuance of common stock upon exercise of warrants
    79,047,619       61,563       (61,463 )     -       100  
                                         
Net loss
    -       -       -       (200,284 )     (200,284 )
                                         
Balance, September 30, 2012
    404,047,619     $ 61,969     $ -     $ (379,145 )   $ (317,176 )
                                         
Expenses paid by shareholder
                    4,650       -       4,650  
                                         
Issuance of warrants
                    45,014       -       45,014  
                                         
Issuance of common stock upon exercise of warrants
    38,825,396       45,050       (45,014 )     -       36  
                                         
Return and cancellation of common stock
    (54,047,619 )     (67 )     67       -       -  
                                         
Net loss
    -       -       -       (486,673 )     (486,673 )
                                         
Balance, September 30, 2013
  $ 388,825,396     $ 106,952     $ 4,717     $ (865,818 )   $ (754,149 )
 
 
F-4

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
       
CONDENSED STATEMENTS OF CASH FLOWS
       
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND FROM JANUARY 19, 2011 (INCEPTION) THROUGH SEPTEMBER 30, 2013
 
   
September 30, 2013
   
September 30, 2012
   
January 19, 2011 (Inception) -September 30, 2013
 
                   
Cash flows from operating activities:
                 
Net loss from operations
  $ (486,673 )   $ (200,284 )   $ (865,818 )
Reconciliation of net loss to net cash used in operating activities:                        
Amortization of debt discount
    46,865       9,834       56,699  
Expenses paid via issuance of common stock
    -       -       6  
Amortization of website development costs
    171,548       4,632       176,180  
Expenses paid by shareholder
    4,650               4,650  
Expenses paid directly via lines of credit - related parties
    66,507       129,832       210,256  
Changes in operating assets and liabilities:
                       
(Decrease) Increase in accrued expenses payable
    (19,155 )     (62,369 )     7,845  
(Increase) in website development costs
    (10,700 )     -       (10,700 )
(Increase) in trademarks
    (8,157 )     -       (8,157 )
                         
Net cash used in operating activities
    (235,115 )     (118,355 )     (410,182 )
                         
Cash flows from investing activities:
    -       -       -  
                         
Cash flows from financing activities:
                       
Proceeds from line of credit - related parties
    -       -       69,500  
Proceeds from notes payable
    185,000       440,000       625,000  
Proceeds from issuance of common stock
    37       73       547  
Cash payments on line of credit - related parties
    (24,763 )     (260,099 )     (284,865 )
Net cash provided by financing activities
    160,274       179,974       410,182  
                         
Net (decrease) increase in cash
    (74,841 )     61,619       -  
                         
Cash, beginning of year
    74,841       13,222       -  
                         
Cash, end of year
  $ -     $ 74,841     $ -  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
Capital expenditures funded by lines of credit
  $ 152,868     $ 374,855     $ 505,014  
Contribution and cancellation of common stock
  $ 67     $ -     $ 67  
 
 
F-5

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

 
Note 1 – Organization and Basis of Presentation

ChatChing, Inc. (f/k/a Social Network Marketing, Inc.) (the "Company") was incorporated under the laws of the State of Florida on January 19, 2011. On June 30, 2011, the stockholders approved the articles of amendment to change the Company name to ChatChing, Inc., which became effective on July 5, 2011.  The Company is developing a social networking site designed for use by individuals for all socio-economic and demographic backgrounds. The Company is a development-stage company and its planned principal activities are to provide an interactive global community website which enables individuals, groups and businesses to easily connect with their family, social, and business circles.

As a company in the development-stage, the Company has no operating revenues to date. The Company  is devoting substantially all of its present efforts to securing and establishing a new business.

Going Concern
As shown in the accompanying balance sheet, the Company has a working capital deficit of approximately $754,000 at September 30, 2013. The Company is currently in the development stage and has been spending a majority of its time in the development of its website and related trademarks.

There is no guarantee that the Company will be able to raise sufficient capital or generate revenues to sustain its development activities and commence commercial operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that might be necessary should the Company is unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from these estimates.

Cash equivalents
The Company considers all highly liquid instruments purchased with maturity of three months or less from the time of purchase to be cash equivalents. The Company has no cash equivalents at September 30, 2013 and 2012.

Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settle. Deferred taxes also are recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes. The Company establishes a valuation allowance for deferred tax positions which, in the opinion of management, are not “more likely than not” to be used.
 
 
F-6

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

 
Note 2 – Summary of Significant Accounting Policies, continued

Trademark Costs
As of September 30, 2013, the company was the holder of certain trademarks. Trademarks are not amortized, but reviewed for impairment annually or more frequently if certain indicators arise.

Website Development Costs
The Company capitalizes development costs incurred subsequent to the establishment of technological feasibility. The Company determined technological feasibility to be established upon the internal release of a working model of its website. Upon the release, development costs are amortized over its estimated economic life, not to exceed three years.

Earnings Per Share
Net profit (loss) per common share (“EPS”) is computed using the average number of common shares outstanding over the respective periods.

Note 3 – Fair Value of Financial Instruments

Notes Payable and Lines of Credit

Based upon the current economic conditions, discounted interest rates and risk characteristics, the carrying amounts of these financial instruments approximate fair value.
 
Note 4 – Website Development Costs

Software Development Costs
Capitalized software development costs as of September 30, 2013 and 2012 were $517,766 and $507,216, respectively.  Amortization on the capitalized costs commenced in September 2012, upon activation of the website.

The Company reviewed is non-amortized intangible asset (trademark) to determine if its value had been impaired in any way during the years presented, and concluded that its carrying amount is recoverable. 

The following table summarizes the Company’s intangible assets at September 30, 2013 and 2012:
 
    September 30,  
    2013     2012  
Website development costs
    517,766       507,216  
Trademarks
    10,560       2,430  
      528,326       509,646  
Less: Accumulated amortization
    (176,180 )     (4,632 )
Total intangibles, net
    352,146       505,014  
 
 
F-7

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

 
The Company’s estimate of future amortization expense is detailed in the table below:
 
Year Ending September 30,      
 2014     171,524  
 2015     170,062  
 
Note 5 – Income Taxes

At September 30, 2013, and 2012, the Company had gross deferred tax assets of approximately $243,000 and $142,000.  The Company determined that it is not more-likely-than-not that the deferred tax assets will be realized, and as such has established full valuation allowances.  The Company evaluates its ability to realize its deferred tax assets each period and adjusts the amount of its valuation allowance, if necessary.  If there is an ownership change, as defined under Internal Revenue Code Section 382, the use of operating loss and credit carry-forwards may be subject to limitation on use.

The Company’s loss before income taxes of $486,673 and $200,284 for fiscal years 2013 and 2012 respectively are comprised entirely of operations in the United States.  The effective tax rate of 0% differs from the statutory United States federal income tax rate of 34% due primarily to the valuation allowance.  The valuation allowance has increased by $100,822 for the year ending September 30, 2013 from the year ended September 30, 2012.

The reconciliation of the provision for income taxes for the year-ended September 30, 2013 and 2012, and the amounts computed by applying the federal income tax rate to net loss are as follows:
 
   
September 30,
 
   
2013
   
2012
 
Tax provision (benefit) at statutory rate
    (165,469 )     (67,800 )
State taxes, net of federal expense
    (17,666 )     (7,239 )
Temporary differences
    64,553       -  
Permanent differences
    17,760       -  
Change of valuation allowance
    100,822       75,039  
      -       -  
 
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. The lines of credit are non-interest bearing and matured on December 31, 2013.
 
 
F-8

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS


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.  In April of 2013, one of the founding stockholders amended the agreement to increase the line from $250,000 to $275,000, for an aggregate borrowing limit of $525,000.  These credit facilities are non-interest bearing, and matured December 31, 2013.

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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $49,170 as a debt discount.

In September 2012, the Company issued a $90,000 note to an accredited investor.  The Note accrues PIK interest at 0.25% per annum, with the principal and PIK interest due at maturity (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 proceeds were allocated between the fair value of the warrants and the notes, 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 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 proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $42,146 as a debt discount.  The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $75,000 note and receive the option to purchase 20,952,381 shares of No-Par Common stock for $26.

In August 2013, the Company issued a $35,000 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, 2016).  In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which have been exercised.  The proceeds were allocated between the fair value of the warrants and the notes, resulting in the recognition of $2,868 as a debt discount.  The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.
 
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).
 
 
F-9

 
 
CHATCHING, INC. (F/K/A SOCIAL NETWORK MARKETING, INC.) (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS


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 year ended September 30, 2013, the Company issued 38,825,396 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 contributed a total of 54,047,619 shares to the Company for no consideration.  The shares were cancelled.
 
Note 10 – Subsequent Events
 
In October 2013, the Company issued a $35,000 note payable to an accredited investor.  The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016.  In connection with this note, the Company issued warrants to purchase 9,777,777 shares of No-Par Common Stock for $12, which were immediately exercised.  The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $35,000 note and receive the option to purchase 14,000,000 shares of No-Par Common stock for $18.
 
In December 2013, the Company issued a $40,000 note payable to an accredited investor.  The Note accrues PIK interest at .25% per annum with principal and PIK interest due at maturity, December 31, 2016.  In connection with this note, the Company issued warrants to purchase 11,174,602 shares of No-Par Common Stock for $14, which were immediately exercised.  The investor has the right, upon the Company meeting certain operating metrics, to purchase an additional $40,000 note and receive the option to purchase 16,000,000 shares of No-Par Common stock for $20.
 
 
F-10

 
 
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
 
Non
 
Item 9A. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer/Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2013. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer have concluded that, as of September 30, 2013, the Company’s disclosure controls and procedures were effective. This conclusion by the Company’s Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after September 30, 2013.

Management’s Report on Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2013 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its evaluation as of September 30, 2013, our management concluded that our internal controls over financial reporting were not effective as of September 30, 2013. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
 
The material weakness relates to the following:
 
1. Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.

This weakness also is due to our CEO and CFO being the same person.

 
21

 
 
2. Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function. This weakness also is due to our CEO and CFO being the same person.
 
As the Company has not yet generated revenues, it will continue to study the implementation of internal controls over accounting and financial reporting and if it appears that any control can be implemented to mitigate such weaknesses, it will be immediately implemented.
 
This annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Item 9B. Other Information
 
None.
 
 
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PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:
 
Name
 
Age
 
Position
         
Steven L. Pfirman
 
44
 
President, Secretary and Director
         
Nicholas Palin
 
65
 
Director
 
Steven L. Pfirman has been our President, Secretary and a member of our Board of Directors since inception in March 2011. Mr. Pfirman is one of the founders of ChatChing Inc. From 2007 to the July 28, 2011, Mr. Pfirman had been Vice President of Operations for AgroLabs, Inc. Agrolab, Inc. is a manufacturer of liquid nutritional supplements that are sold into large national retailers, including Costco, Sam’s Club and BJ’s Wholesale club. From 2005 to the present, Mr. Pfirman has been the sole shareholder, director and president of Jasaly Management. Jasaly Management owns a Dunkin Donuts Franchise Restaurants located in Jupiter, Florida. From 2000 to the present, Mr. Pfirman has been a Member and Manager of Fifth Leg Management, LLC, which is a sales and marketing Qualified Member for AgroLabs, Inc.. Mr. Pfirman holds a Bachelors of Science degree from the University of Pennsylvania’s Wharton School of Business with a focus on accounting and information technology management. Mr. Pfirman terminated his employment with AgroLabs at the end of July 2011 and anticipates spending only 10-15 hours a month on other activities, devoting what will essentially be full time to our business thereafter. As a member of the Board, Mr. Pfirman contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.
 
Nickolas Palin has been a member of our Board of Directors since inception in March 2011. Mr. Palin is one of the founders of ChatChing Inc. From March 2008 to the July 28, 2011, Mr. Palin had been President of AgroLabs, Inc. AgroLabs, Inc. is a manufacturer of liquid nutritional supplements that are sold into large national retailers, including Costco, Sam’s Club and BJ’s Wholesale club. From 2004 to February 2008, Mr. Palin was a Manager of CDS International Holdings, a business advisory company. Mr. Palin holds a degree in Criminal Justice from the John Jay College of Criminal Justice at City University of New York. Mr. Palin also terminated his employment with AgroLabs at the end of July 2011 and anticipates spending only 10-15 hours a month on other activities, devoting what will essentially be full time to our business thereafter. As a member of the Board, Mr. Palin contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.

 
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Family Relationships
 
There are no family relationships between our officers and directors.
 
Legal Proceedings
 
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
 
·
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
 
·
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
 
·
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
 
·
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
·
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
 
·
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
 
·
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

Section 16(a) Beneficial Ownership Reporting Compliance

We are not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
 
Item 11. Executive Compensation

Executive Officers
 
We have not paid any compensation to our two executive officers and we have no agreements or understandings, written or oral, to pay them compensation.
 
Board of Directors
 
We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.
 
 
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address for these shareholders c/o ChatChing Inc., 1061 E. Indiantown Rd. #400, Jupiter FL 33477.
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
   
Percent of
Class
 
Steven L. Pfirman
    190,000,000       39.28 %
Nicholas Palin
    110,000,000       20.74 %
Douglas Harrold
    20,000,000       4.88 %
All directors and executive officers as a group [2 Persons]
    300,000,000       64.9 %
 
This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 409,777,775 shares of common stock outstanding as of January 22, 2014.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Other than the related party financing described in Items 6 and 7 above, there are no other related party transactions during our Fiscal Year ended December 31, 2013.
 
Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
 
Item 14. Principal Accountant Fees and Services

Daszkal Bolton LLP was our independent auditors for the fiscal years ended September 30, 2013 and 2012.
 
 
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The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2013 and 2012.
 
Audit fees: 2013   $ 17,554  
  2012   $ 28,275  
           
Tax Fees: 2013   $ 0.00  
  2012   $ 2,350  
           
Total for: 2013   $ 17,554  
  2012   $ 30,625  
 
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q's, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
 
Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.
 
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.
 
 
26

 
 
Item 15. Exhibits
 
Exhibit No.
 
Document Description
     
10.1
 
Investment Loan/Purchase/Option Documents - August Financing
     
10.2
 
Investment Loan/Purchase/Option Documents - October Financing
     
10.3
 
Investment Loan/Purchase/Option Documents - December Financing
     
31.1
 
CERTIFICATION of CEO 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 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.
 
 
27

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized,
 
 
CHATCHING INC.
 
       
January 22, 2014
By:
/s/ Steve Pfirman
 
   
Steve Pfirman,
 
   
President
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
 
SIGNATURE
 
NAME
 
TITLE
 
DATE
             
/s/ Steve Pfirman
 
Steve Pfirman
 
Chief Executive Officer, Principal Financial Officer,
 
January 22, 2014
       
Principal Accounting Officer, Director
   
             
/s/ Nick Palin
 
Nick Palin
 
Director
 
January 22, 2014
 
 
28

 
 
EXHIBIT INDEX

Exhibit No.
 
Document Description
     
10.1
 
Investment Loan/Purchase/Option Documents - August Financing
     
10.2
 
Investment Loan/Purchase/Option Documents - October Financing
     
10.3
 
Investment Loan/Purchase/Option Documents - December Financing
     
31.1
 
CERTIFICATION of CEO 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 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.
 
 
29