UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarter Ended: ~~September~~March 3031, ~~2015~~2016

Commission File Number: 000-54587

chatAND, Inc.

(Exact name of registrant as specified in its charter)

Nevada		27-2761655
(State or Jurisdiction of Incorporation or Organization)		(IRS Employer ID No)

244 5^th Avenue, Suite C68

New York, NY 10001

(Address of principal executive office) (Zip code)

(~~212~~917) ~~321~~818-~~0559~~2280

(Issuer’s telephone number)

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 periods as 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 [ ]

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of registrant’s common stock, par value $0.00001 per share, as of ~~November~~May 185, ~~2015~~2016, was 3941,~~150~~386,~~805~~875 shares.

chatAND, Inc.

Table of Contents

			Page No.
Part I		Financial Information (unaudited)
	Item 1:	Condensed Consolidated Financial Statements	F-1
		Balance Sheets as of September 30, 2015 and December 31, 2014	F-1
		Balance Sheets as of March 31, 2016 and December 31, 2015	F-1
		Statements of Operations for the Three and Nine months ended September 30, 2015 and 2014	F-2
		Statements of Operations for the Three months ended March 31, 2016 and 2015	F-2
		Statement of Stockholders’ Equity for the period ended September 30, 2015	F-3
		Statement of Stockholders’ Equity for the period ended March 31, 2016	F-3
		Statements of Cash Flows for the Nine months ended September 30, 2015 and 2014	F-4
		Statements of Cash Flows for the Three months ended March 31, 2016 and 2015	F-4
		Notes to financial statements	F-5
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
	Item 3:	Quantitative and Qualitative Disclosure about Market Risk	65
	Item 4:	Controls and Procedures	65
Part II		Other Information
	Item 1:	Legal Proceedings	76
	Item 1A:	Risk Factors	76
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	76
	Item 3:	Defaults Upon Senior Securities	86
	Item 4:	Mine Safety Disclosure	86
	Item 5:	Other Information	86
	Item 6:	Exhibits	97

~~PART~~chatAND, ~~I - FINANCIAL INFORMATION~~Inc

ITEM 1. FINANCIAL STATEMENTS

chatAND, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2015			December 31, 2014
	March 31, 2016			December 31, 2015
	(unaudited)
ASSETS
Current assets:
Cash	$	146,~~026~~360		$	29101,~~421~~427
Total current assets		146,~~026~~360			29101,~~421~~427
Property and equipment, net of accumulated depreciation of $10,536		-			749
Other assets:
Investments (Note 4)		1,581,468			1,600,000
Intellectual Property (Note 4)		1,581,468			1,581,468
Total other assets		1,581,468			1,~~600~~581,~~000~~468
Total assets	$	1,~~582~~627,~~494~~828		$	1,~~630~~682,~~170~~895
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~334~~353,~~719~~111		$	~~295~~346,~~969~~304
Accrued expenses		85,291			85,291
Accrued expenses net of payroll liabilities		19,911			22,614
Advances from stockholders and employees		14,690			14,690
Accrued interest		3,389			1,017
Notes Payable		15,000			-
Advances from stockholders and employees		31,000			31,000
Warrant liability		115,486			342,753
Notes payable, net of discount of $108,203		35,153			26,797
Total current liabilities		565,186			738,703
Warrant liability		21,412			14,390
Total current liabilities		463,976			442,122
Stockholders’ equity:
Preferred stock: $0.00001 par value; 100,000,000 shares authorized
Preferred stock: $0.00001 par value; 100,000,000 shares authorized; no shares issued and outstanding.
Series A Convertible Stock, $0.00001 par value, $48.07309 stated value, 4,807,309 shares authorized, issued and outstanding		48			-
Series A Convertible Stock, $0.00001 par value, $48.07309 stated value, 4,807,309 shares authorized; no shares issued and outstanding.
Common stock: $0.00001 par value; 500,000,000 shares authorized; 39,150,805 shares issued and outstanding as of September 30, 2015 and 38,875,805 shares issued and outstanding as of December 31, 2014		392			389
Common stock: $0.00001 par value; 500,000,000 shares authorized; 39,936,875 shares issued and outstanding as of December 31, 2015 and 41,386,375 shares issued and outstanding as of March 31, 2016		414			400
Common stock subscription		105,970			125,970
Additional paid in capital		4,266,495			4,237,509
Additional paid in capital		3,970,103			3,915,154
Accumulated deficit		(3,103,057	)		(2,997,136	)
Accumulated deficit		(3,059,205	)		(3,150,046	)
Total stockholders’ equity		1,163,852			1,240,773
Total stockholders’ equity		1,017,308			891,467
Total liabilities and stockholders’ equity	$	1,627,828		$	1,682,895
Total liabilities and stockholders’ equity	$	1,582,494		$	1,630,170

See the accompanying notes to these unaudited condensed consolidated financial statements.

F-1

chatAND, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2015			2014			2015			2014
	2016			2015
Revenue:
Total revenue	$	-		$	-		$	-		$	-
Costs and expenses:
General and administrative		1567,~~527~~446			~~658~~122,~~450~~201			~~130,480~~			~~795,152~~
Research and development expense		-			~~600~~-			~~(2,791~~	)		~~4,700~~
Asset impairment		-			-749			~~749~~			~~9,841~~
Total costs and expenses		1567,~~527~~446			~~659~~122,~~050~~950			~~128,437~~			~~809,693~~
Loss from operations		(1567,~~527~~446	)		(~~659~~122,~~050~~950	)		~~(128,437~~	)		~~(809,693~~	)
Other expenses:
Interest expense		(531,~~820~~453	)		(~~2,978~~741	)		~~(7,988~~	)		~~(8,707~~	)
Warrant liability expense		-			-			-			(629,544	)
Gain (loss) on change in fair value of warrant liability		(7,022	)		15,462
Gain on change in fair value of derivative liability		97,584			-			227,267			-
Total other income (expenses)		(38,475	)		14,721
Loss on settlement of debt		-			-			-			(187,395	)
Net income (loss) before income taxes		(105,921	)		(108,229	)
Total other income (expenses)		91,764			(2,978	)		219,279			(825,646	)
Income taxes		-			-
Net income (loss) before income taxes		76,237			(662,028	)		90,841			(1,635,339	)
NET INCOME (LOSS)	$	(105,921	)	$	(108,229	)
Income taxes		-			-			-			-
Earnings (loss) per share, basic and diluted	$	(0.00	)	$	(0.00	)
NET (LOSS) INCOME	$	76,237		$	(662,028	)	$	90,841		$	(1,635,339	)
Weighted average number of shares outstanding, basic		40,430,831			38,875,805
Net loss per share, basic and diluted	$	0.00		$	(0.02	)	$	0.00		$	(0.05	)
Weighted average number of shares outstanding, basic		39,150,805			38,561,303			39,108,314			33,011,523

See the accompanying notes to these unaudited condensed consolidated financial statements.

F-2

chatAND, Inc.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

													Common			Additional
	Preferred stock				Series A				Common stock				Stock			Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Subscriptions			Capital			Deficit			Total
Balance, January 1, 2014		-	$	-		-	$	-		12,750,001	$	128	$	-		$	375,252		$	(1,893,605	)	$	(1,518,225	)
Balance, December 31, 2015		-	$	-		-	$	-		39,936,875	$	400	$	-		$	4,237,509		$	(2,997,136	)	$	1,240,773
Common stock issued in settlement of debt and accrued interest										413,345		4					15,873						15,877
Common stock issued for services		-		-		-		-		1,450,000		14		-			28,986			-			29,000
Common shares issued in settlement of debt and accrued interest		-		-		-		-		14,482,309		145		-			1,026,128			-			1,026,273
Fair value of vested options		-		-		-		-		-		-		-			-			-			-
Common stock issued in settlement of debt and accrued interest										1,230,150		12		-			120,131						120,143
Net income (loss)		-		-		-		-		-		-		-			-			(105,921	)		(105,921	)
Common shares issued to acquire intangible assets		-		-		-		-		5,000,000		50		-			1,349,950			-			1,350,000
Balance, March 31, 2016		-	$	-		-	$	-		41,386,875	$	414	$	-		$	4,266,495		$	(3,103,057	)	$	1,163,852
Sale of common stock		-		-		-		-		5,000,000		50		-			499,950			-			500,000
Allocation of common stock proceeds to warrant liability		-		-		-		-		-		-		-			(200,000	)		-			(200,000	)
Loss on settlement of debt		-		-		-		-		-		-		-			187,395			-			187,395
Common stock subscriptions received		-		-		-		-		-		-		125,970			-			-			125,970
Fair value of vested options		-		-		-		-		-		-		-			540,475			-			540,475
Net loss		-		-		-		-		-		-		-			-			(1,256,441	)		(1,256,441	)
Balance, December 31, 2014		-		-		-		-		38,875,805		389		125,970			3,915,154			(3,150,046	)		891,467
Common Stock Issued										275,000		3		(20,000	)		34,996			-			14,999
Exchange Agreement (Stanhope)		-		-		4,807,309		48		-		-		-			(48	)		-			-
Net income		-		-		-		-		-		-		-			-			90,841			90,841
Balance, September 30, 2015		-	$	-		4,807,309	$	48		39,150,805	$	392	$	105,970		$	3,950,102		$	(3,059,205	)	$	997,307

See the accompanying notes to these unaudited condensed consolidated financial statements.

F-3

chatAND, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended September 30,
	Three months ended March 31,
	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	90(105,~~841~~921	)	$	(1108,~~635,339~~229	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		-			5,579
(Gain) loss on change in fair value of warrant liability		7,022			(15,462	)
(Gain) loss on change in fair value of warrant liability		(227,267	)		629,544
Stock issued for services		29,000			-
Loss on settlement of debt		-			187,395
Interest expense (note discount amortization)		28,356			-
Impairment of assets		~~749~~-			~~540,475~~749
Changes in operating assets and liabilities:		-			~~9,841~~
Accounts payable		386,~~750~~807			~~974~~72,710
Accrued expenses		-			5,253
Accrued interest payable		2,372
Net cash used in operating activities		(96,927	)		(256,278	)
Accrued expenses		(2,703	)		-
Net cash used in operating activities		(35,067	)		(50,232	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Freeline bankruptcy		18,532			-
Net cash used by investing activities		-			-
Purchase of Furniture and Equipment		-			(833	)
Purchase of Freeline assets		-			(250,000	)
Net cash used by investing activities		18,532			(250,833	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from stockholders and employees		-			7,220
Proceeds from notes payable		(20,000	)		-
Proceeds from notes payable		15,000			-
Sales of Common Stock		-			35,000
Sale of common stock subscriptions		-			500,000
Net cash provided by financing activities		(20,000	)		35,000
Sales of Common Stock		35,000			-
Net increase (decrease) in cash		(55,067	)		(15,232	)
Net cash provided by financing activities		50,000			507,220
Cash, beginning of the year		101,427			29,421
Net (decrease) increase in cash		(28,396	)		109
Cash, end of period	$	46,360		$	14,189
Cash, beginning of the period		29,421			6
Cash, end of period	$	1,025		$	115
SUPPLEMENTAL INFORMATION
Cash paid for interest	$	~~7,988~~-		$	-741
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Common stock issued for senior convertible debentures	$	-		$	850,000
Common stock issued for services	$	29,000		$	-
Common stock issued for accrued interest	$	-		$	118,027
Common stock issued for advances from stockholders	$	-		$	104,265
Common stock issued for note payable	$	-		$	90,000
Common stock issued for intangible assets	$	-		$	1,350,000

See the accompanying notes to these unaudited condensed consolidated financial statements.

F-4

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

chatAND, Inc., a Nevada corporation (the “Company”), organized on May 14, 2010, and its wholly owned subsidiary CHATAND TECH, LLC (“TECH”), a limited liability company organized in Nevada on May 13, 2011, (collectively referred to herein as “Chat&” or the “Company”).

~~The~~In ~~Company intends to provide online assistance~~2015, ~~engagement~~the ~~and~~Company ~~conversion~~decided ~~solutions~~to ~~that~~abandon ~~allow~~the ~~for real-time assistance. The~~ technology ~~will~~ ~~provide a~~ platform ~~that~~business ~~connects~~it ~~businesses,~~was ~~their~~initially ~~sales~~formed ~~associates~~to ~~and~~pursue ~~customer service representatives with website visitors~~ and ~~online~~devote ~~shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service~~it’s ~~(“SaaS”)~~time ~~application~~and ~~that~~energy ~~allows~~into ~~the~~fully ~~live~~developing ~~sales~~ and ~~support~~placing ~~staff~~into ofservice aits ~~business~~investment toasset ~~connect directly~~ with ~~customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine~~ the ~~online~~relaunch ~~shopping experience by virtually recreating all~~ of the ~~benefits~~Freeline ofSports atrademark and ~~live~~patented ~~showroom~~in-line ~~environment~~skating ~~within a website~~technology.

In 2014, the Company acquired substantially all the assets of Freeline Sports, Inc., an inactive California company.

We do not currently have plans to develop these assets or market any products related to these assets. However, we are currently pursuing financing in order to develop these acquired assets.

~~The~~Our ~~accompanying~~current ~~unaudited~~plans condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are ~~considered~~to ~~necessary~~develop ~~for~~these aassets ~~fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2015~~ and ~~for~~market ~~the~~any ~~Nine~~products ~~months ended~~related ~~September~~to ~~30,~~these ~~2015~~assets and ~~2014.~~we ~~The results of operations for the Nine months ended September 30, 2015~~ are ~~not~~currently ~~necessarily indicative~~pursuing ~~of the operating results for the full year ending December 31, 2015, or any other period. These condensed consolidated~~financing ~~financial statements should be read~~ in ~~conjunction~~order ~~with~~to ~~the~~develop ~~consolidated~~these ~~financial~~acquired ~~statements and related disclosures of the Company as of December 31, 2014 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 31, 2015~~assets.

Our new goal will be focusing on pushing sports forward with innovation in design and technology. Our exclusive skate technology brings new excitement to the skate community. Our technology will have the biggest names in the industry looking to get their hands on it. With a proper launch and sales it possibly can be applied to all board sports. Adding additional products to our line will increase our validity and will further strengthen the core business, especially in the apparel arena.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2016 and for the three months ended March 31, 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full year ending December 31, 2016, or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2015 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 28, 2016.

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of ~~September~~March 3031, ~~2015~~2016, the Company had a cash balance of $146,~~026~~360 and a working capital deficit (current liabilities exceeding current assets) of $~~564~~ 417,~~160~~616. During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, the Company used net cash in operating activities of $9664,~~927.~~067, out of which $29,000 was in common stock issued for services rendered. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~During~~The ~~this~~Company’s ~~three~~primary ~~(3)~~source ~~month~~of ~~period,~~operating ~~the~~funds since inception has been cash proceeds from private placements of common stock and warrants. The Company ~~received~~intends ~~$15~~to raise additional capital through private issuances of debt and equity instruments,~~000~~ ~~from~~but ~~Notes~~there can ~~Payable~~be no assurance that these funds will be available on terms acceptable to the Company, ~~which~~or ~~was~~will be sufficient ~~cash~~to enable the Company to ~~fund~~fully execute on its ~~operating~~business plan or sustain operations. If the Company is unable to raise sufficient additional funds, ~~requirements~~it ~~through~~will ~~September~~have ofto ~~2015~~develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock and convertible debentures. The Company intends to raise additional capital through private issuances of debt and equity instruments, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully execute on its business plan or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

F-5

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Net Loss per Share

The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015 excludes potentially ~~dilutive~~ dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market ~~price~~ price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	September 30, 2015		September 30, 2014
	March 31, 2016		March 31, 2015
Options to purchase common stock		5,370,000		-5,370,000
Series A convertible preferred stock		4,807,309		-
Warrants to purchase common stock		10,950,000		5,000,000
Warrants to purchase common stock		5,575,000		3,650,000
Totals		16,320,000		10,370,000
Totals		15,752,309		3,650,000

Recent Accounting Pronouncements

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

F-6

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements except as disclosed in Note 9.

4. INVESTMENTS

OnIn ~~May 8,~~ 2014, ~~the~~we ~~Company~~acquired entered into an Asset Purchase Agreement (the “Freeline Purchase Agreement”) with Leonard S. Ackerman, as Chapter 7 trustee (the “Trustee”) in Bankruptcy Case Number 13-06272-MM7 (the “Bankruptcy Case”) to enter a bid in bankruptcy to purchase substantially all of the assets ~~(the “Freeline Assets”)~~ of Freeline Sports, Inc., ~~(“Freeline”) subject to~~ an ~~order~~inactive ofCalifornia ~~relief~~company ~~under~~in Chapter 7 of Title 11 of the United States Bankruptcy Code (the “Freeline Acquisition”). The purchase of the Freeline Assets by the Company was contingent upon the Company’s becoming the successful bidder (the “Stalking Horse Bid”) of a bankruptcy ~~auction (the “Bankruptcy Auction”).~~ ~~Pursuant~~proceeds tofor ~~the terms of the Freeline Purchase Agreement, the Company was required to pay the Trustee a~~ cash ~~amount~~payment of $~~30,000 as a deposit of the Purchase Price (as defined below). The full purchase price (the “Purchase Price”) of the Freeline Assets was $~~250,000, ~~subject to adjustment if the Company submits an overbid at the Bankruptcy Auction. In conjunction with the Freeline Acquisition, the Company also purchased the Freeline Notes (as defined below,~~ and ~~as described further in Note 8) from a stockholder of the Company which held the Freeline Notes in exchange for~~ 5,000,000 shares of the ~~Company’s~~our common stock~~. On June 11~~, ~~2014,~~valued ~~the United States Bankruptcy Court~~ in ~~the~~aggregate ~~Southern District~~ of ~~California granted a Motion for Order Approving Settlement Agreement in the Bankruptcy Case~~$1, ~~pursuant to which~~350, ~~among other things, the Company was successful in its Stalking Horse Bid for the Freeline Assets~~000. The ~~Company~~assets acquired ~~has~~were ~~evaluated~~primarily ~~this~~patents, ~~transaction~~copyrights and ~~determined~~trademarks itrelating isto ansports ~~asset~~equipment. ~~purchase~~Specifically, ~~consisting primarily~~we ofacquired patents 7,059,613, 8,308,171 ~~copyrights~~ and ~~trademarks~~Des567,318 ~~together~~for ~~with~~supporting ~~related~~a ~~applications~~user’s iffoot ~~not~~with ~~completed,~~a ~~and~~personal ~~inventory~~transportation device.

AtOur ~~March~~current ~~31,~~plans ~~2015,~~and ~~the~~focus ~~Company’s~~is ~~investment~~the indevelopment of the assets acquired from Freeline ~~Assets~~Sports, ~~and~~Inc., ~~the~~we ~~Freeline~~also ~~Notes~~may ~~consisted~~consider ofadditional or alternative opportunities, including a ~~cash~~change ~~payment~~in the primary focus of ~~$250,000 and~~our 5efforts. For example,~~000,000~~ ~~shares~~we ofcould ~~the~~determine ~~Company’s~~to ~~common~~acquire, through ~~stock~~a merger, ~~par~~share ~~value~~exchange, ~~$0.00001~~asset acquisition, ~~valued~~plan atof $1arrangement,~~350~~ recapitalization,~~000~~ reorganization or similar business combination, ~~the~~one ~~closing~~or ~~price~~more operating businesses, or control of ~~the~~such ~~stock on~~operating ~~the~~businesses ~~date~~through ~~the~~contractual ~~transaction~~arrangements, ~~was~~or ~~completed~~additional assets. ~~The~~We ~~acquisition~~currently ~~was~~do ~~completed~~not onhave ~~July~~any 11arrangement, ~~2014.~~agreement ~~The~~or ~~Company~~understanding ~~will~~with ~~engage~~respect anto ~~appraiser~~any such transaction and there can tobe ~~value~~no ~~the~~assurance ~~assets~~that ~~acquired,~~we ~~when~~will ~~funding~~evaluate ~~becomes~~or ~~available~~conclude one.

At June 22, 2015, the Company was refunded $18,532 from the bankruptcy estate for the closing of the Freeline Bankruptcy Case. This amount has been recorded as a reduction of the purchase price of the Freeline Assets.

5. WARRANT LIABILITY

In 2014, in connection with the sale of common stock, the Company issued an aggregate of 5,000,000 common stock purchase warrants to purchase the Company’s common stock with an exercise prices of $0.10 to $0.15 per share for three years with anti-dilutive (reset) provisions.

InThe ~~August~~Company ~~2015,~~has ~~three~~identified ~~investments~~embedded ~~totaling~~derivatives ~~$15,000~~related ~~were~~to ~~made into~~ the ~~Company~~issued ~~though~~warrants. ~~several~~The ~~10%~~accounting ~~Convertible~~treatment ~~Promissory~~of ~~Notes.~~derivative Asfinancial instruments ~~part~~requires ofthat the ~~notes,~~Company ~~investors~~record ~~were~~allocated ~~granted~~fair ~~Warrants~~value ~~to purchase 300,000 shares~~ of the ~~Company’s~~derivatives ~~common~~as ~~stock at an exercise price~~ of ~~$0.10~~the ~~per~~inception ~~share,~~date ~~subject~~and to ~~adjustment~~fair ifvalue ~~the~~as ~~Company~~of ~~raises~~each subsequent ~~equity~~reporting ~~below such price~~date.

~~The~~At ~~Company~~December ~~has~~31, ~~identified~~2015, ~~embedded~~the ~~derivatives~~fair ~~related~~value toof the ~~issued~~reset ~~warrants.~~provision ~~These~~of ~~embedded~~$14,390 ~~derivatives~~was ~~included~~determined ~~certain~~using ~~and~~the ~~anti~~Black-~~dilutive~~Scholes Option Pricing model ~~(reset)~~with ~~provisions.~~the ~~The~~following ~~accounting~~assumptions: ~~treatment~~dividend ofyield: ~~derivative~~0%; ~~financial~~volatility: ~~instruments~~126.29%; ~~requires~~risk ~~that~~free ~~the~~rate: ~~Company~~0.56%; ~~record~~and ~~allocated~~expected ~~fair value~~life: of1.25 ~~the~~to ~~derivatives~~1.27 years. asThe ofCompany ~~the~~recorded ~~inception~~a ~~date~~gain ~~and~~on tochange ~~fair~~in ~~value~~derivative asliabilities of ~~each~~$328,363 ~~subsequent~~during ~~reporting~~the ~~date~~year ended December 31, 2015.

At March 31, 2016, the fair value of the reset provision of $21,412 was determined using the Black-Scholes Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 122.72%; risk free rate: 0.56%; and expected life: 1.00 to 1.02 years. The Company recorded a loss on change in derivative liabilities of $7,022 during the three months ended March 31, 2016.

F-7

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

At September 30, 2015, the fair value of the reset provision of $115,486 was determined using the Black-Scholes Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 126.31%; risk free rate: 0.56%; and expected life: 2.00 to over 4.00 years. The Company recorded a gain on change in derivative liabilities of $97,583.59 during the three months ended September 30, 2015.

6. STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock with a par value of $0.00001. At March 31, 2016 and December 31, 2015, no shares were issued and outstanding.

AtOn ~~September~~April 309, 2015, the Company’s ~~authorized~~filed a Form 8-K/A and Exhibit 10.1 Series A Convertible Preferred Stock Exchange Agreement. In this filing the Company stated that it issued 4,807,309 shares of Series A ~~Convertible~~ Preferred Stock ~~with~~(the a“Shares”) ~~par~~to ~~value~~224 ofStanhope ~~$0.00001~~Note ~~and~~LLC ~~$48~~(“Stanhope”) ~~stated~~in ~~value~~exchange for 4,807,309 shares of ~~which~~common ~~were~~stock ~~all~~of the Company. However the Shares in fact have not yet been issued pursuant to that certain Series A Convertible Preferred Stock Exchange Agreement (the “Agreement”), dated April 2, 2015, between the Company and ~~outstanding~~Stanhope because the Common Stock certificate has not yet been returned and therefore the terms of the Agreement have not yet been met.

Common stock

The Company is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.00001. At ~~September~~March 3031, ~~2015~~2016 and ~~December~~ ~~31, 2014,~~ 2015 there were 3941,~~150~~386,~~805~~375 and 3839,~~875~~936,~~805~~875 shares issued and outstanding, respectively.

7. RELATED PARTY TRANSACTIONS

At ~~September~~December 3031, 2015 advances from shareholders and ~~December~~employees ~~31,~~were ~~2014~~granted 411,070 ~~accrued~~shares ~~expenses~~of ~~include~~common ~~accrued~~stock. ~~payroll~~These inshares ~~the~~had ~~total~~an ~~amount~~aggregate grant fair date value of $8577,~~291~~367. ~~which~~This ~~includes $46,093~~was in conjunction with the release and settlement agreements for Daniel and Michael Lebor,. Pursuant ~~Chief~~to ~~Executive~~Unanimous ~~Officer,~~Board ~~$22,614~~Written ~~for~~Consent ~~David~~dtd ~~Rosenberg~~12/29/15, ~~former~~it ~~president,~~was ~~and~~determined ~~$16,584~~that ~~for~~Msssrs. ~~another~~Lebor ~~former employee.~~were ~~Advances~~never ~~from~~issued ~~shareholders~~Options for their 2012 and ~~employees~~2013 ~~consist~~Cash ofAdvanced to the ~~following~~Company. atDuring ~~September~~the ~~30,~~12/29/15 ~~2015~~Board ~~and~~meeting ~~December~~it ~~31,~~was ~~2014~~determined stock be issued with a $0.15 per share price.

	September 30, 2015		December 31, 2014
	March 31, 2016		December 31, 2015
Michael Lebor, Chief Executive Officer	$	~~11,180~~-	$	1120,~~180~~094
Former employees		~~3,510~~-		357,~~510~~273
	$	~~14,690~~-	$	1477,~~690~~367

Employment agreements

As of March 31, 2016, the Company does not have any employee accounts.

8. FAIR VALUE MEASUREMENT

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

F-8

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2015~~2016

(unaudited)

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.

The carrying value of the Company’s cash, accounts payable, short-term borrowings and other current assets and liabilities approximate fair value because of their short-term maturity.

As of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, the Company did not have any items that would be classified as level 1 or 2 disclosures.

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 5. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 5 are that of volatility and market price of the underlying common stock of the Company.

As of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of ~~September~~March 3031, ~~2015~~2016, in the amount of $~~115~~21,~~486~~411 has a level 3 classification.

Level 1

Level 2

Level 3

Derivative Liability

~~115~~21,~~486~~412

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of ~~September 30,~~March ~~2015~~31, 2016:

	Warrant
	Warrant Liability
	Liability
Balance, December 31, 2015	$	14,390
Balance, December 31, 2014	$	342,753
Mark-to-market at March 31, 2016		7,022
Unrealized decrease in fair market value		(227,267	)
Balance, March 31, 2016	$	21,412
Balance, September 30, 2015	$	115,486
Net Gain (Loss) for the period included in earnings relating to the liabilities held at March 31, 2016		(7,022	)
Net Gain for the quarter included in earnings relating to the liabilities held at September 30, 2015	$	(97,584	)

F-9

chatAND, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

9. SUBSEQUENT EVENTS

On October 23, 2015, Richard Rosenblum, a member of the Company’s Board of Directors, invested $5,000 into the Company though a 10% Convertible Promissory Note due on January 23, 2016 (the “Rosenblum Due Date”)None. In the event the Company does not repay the note by the Rosenblum Due Date, Mr. Rosenblum, at his option, may elect to convert the amounts due under the note into a future equity raise of the Company at a value of $50,000 based on the terms and conditions of such equity raise. The note contains customary events of default.

On November 2, 2015, the Stacy Group LLC (the “Stacy Group”) invested $15,000 into the Company though a 10% Convertible Promissory Note due on February 2, 2016 (the “Stacy Group Due Date”). In the event the Company does not repay the note by the Stacy Group Due Date, the Stacy Group, at its option, may elect to convert the amounts due under the note into a future equity raise of the Company at a value of $150,000 based on the terms and conditions of such equity raise. The note contains customary events of default.F-9

F-10

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth elsewhere in this Form 10-Q.

Management’s Analysis of Business

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that management believes are reasonable based upon the information available. We base these estimates on our historical experience, future expectations and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments that may not be readily apparent from other sources. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. These estimates and assumptions relate to estimates of the carrying amount of intangibles, stock based-compensation, valuation allowances for deferred income taxes, accruals and other factors. We evaluate these estimates on an ongoing basis. Actual results could differ from those estimates under different assumptions or conditions, and any differences could be material.

We have not generated any revenues to date and had cash balances of $146,~~026~~360 and $29101,~~421~~247 at ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, respectively. ~~We suspended active development activities in July 2012.~~

ChatAND headquarters are at 244 5th Avenue, Suite C68, New York, NY 10001. Our telephone number is ~~212~~917-~~321~~818-~~0559 and our web address is www~~2280.~~chatand.com.~~

Chat& is a an up and coming sport action company that expects to fully develop and place into service its investment asset with the relaunch of the Freeline Sports trademark and patented in-line skating technology.

The Company is considered a pre-development company because it has not generated any revenue, has limited resources and has not established operations to generate sufficient capital to complete its business plan.

Recent Business Developments

In 2014, we acquired substantially all the assets of Freeline Sports, Inc., an inactive California company in Chapter 7 bankruptcy proceeds for cash payment of $250,000 and 5,000,000 shares of the our common stock, valued in aggregate of $1,350,000. The assets acquired were primarily patents, copyrights and trademarks relating to sports equipment. Specifically, we acquired patents 7,059,613, 8,308,171 and ~~D567~~Des567,318 for supporting a user’s foot with a personal transportation device.

WeOur docurrent ~~not~~plans ~~currently~~and ~~have~~focus ~~plans~~is tothe ~~develop~~development ~~these~~of the assets acquired from Freeline Sports, Inc., we also may consider additional or ~~market~~alternative ~~any~~opportunities, ~~products~~including ~~related~~a tochange ~~these~~in ~~assets~~the primary focus of our efforts. ~~However~~For example, we ~~are~~could ~~currently~~determine to acquire, ~~pursuing~~through ~~financing~~a inmerger, ~~order~~share toexchange, ~~develop~~asset ~~these~~acquisition, ~~acquired~~plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses, or control of such operating businesses through contractual arrangements, or additional assets. We currently do not have any arrangement, agreement or understanding with respect to any such transaction and there can be no assurance that we will evaluate or conclude one.

Results of ~~Operation~~Operations

Three months ended ~~September~~March 3031, ~~2015~~2016 compared to three months ended ~~September~~March 3031, ~~2014~~2015

Following is a summary of expenses for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

	2015		2014
	2016		2015
General and administrative expense	$	1567,~~527~~446	$	~~658~~122,~~450~~201
Research and development expense		-		600
Asset impairment		-		749
Asset impairment		-		-
	$	67,446	$	122,950
	$	15,527	$	659,050

General and administrative expenses are summarized as follows:

	2015		2014
	2016		2015
Professional fees	$	627,~~091~~897	$	77110,~~578~~519
Reseller fees		-		~~30,600~~-
Option expense		-		~~540.475~~-
Consultant		936,~~100~~075		-7,500
Insurance		-		~~5,924~~-
Other		~~336~~3,474		34,~~873~~182
	$	1567,~~527~~446	$	~~658~~122,~~450~~201

General and administrative expense decreased by $~~643~~54,~~523~~755 for the three months ended ~~September~~March 3031, ~~2015~~2016, as compared to the three months ended March ~~September 30~~31, ~~2014~~2015. This ~~decrease~~increase is primarily due to a decrease in professional fees of $~~540~~82,~~475~~622 and an increase in ~~option~~Consulting ~~expense~~of $28,575.

These costs are expected to increase in the future if additional funding becomes available and additional employees are hired. The Company has had reduced funding since July 2012, resulting in payroll not being paid since July 2012 and a reduction in other costs until funding becomes available.

Other income (expense) consists of the following for the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

	2015			2014
	2016			2015
Interest expense		5(31,~~820~~453	)		~~2,978~~(741	)
Gain on change in fair value of derivative liability		97,583			-
Gain (loss) on change in fair value of derivative liability		(7,022	)		15,462
	$	~~103~~(38,~~403~~475	)	$	~~825~~14,~~646~~721

~~Nine~~Interest expense for the three months ended ~~September~~March 3031, ~~2015~~2016 ~~compared~~is toprimarily ~~nine~~an ~~months~~accrual ~~ended~~of ~~September~~the 30interest on certain accounts payable, ~~2014~~and notes payable. Interest expense in 2015 includes interest on certain accounts payable.

Following is a summary of expenses for the nine months ended September 30, 2015 and 2014:

	2015			2014
General and administrative expense	$	130,480		$	795,152
Research and development expense		(2,791	)		4,700
Asset impairment		749			9,841
	$	128,438		$	809,693

General and administrative expenses are summarized as follows:

	2015		2014
Professional fees	$	108,867	$	162,099
Reseller fees		-		60,600
Option expense		-		540.475
Consultant		18,800		0
Insurance		-		19,470
Other		2,813		12,508
	$	130,480	$	795,152

General and administrative expense decreased by $664,672 for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. This is directly attributable to the halt in operating activities.

Other income (expense) consists of the following for the nine months ended September 30, 2015 and 2014.

	2015		2014
Interest expense		7,988		8,707
Warrant liability expense		-		629,544
Gain on change in fair value of derivative liability		227,266		-
Loss on settlement of debt		-		187,395
	$	235,254	$	825,646

Interest expense for the three months ended September 30, 2014 is primarily an accrual of the interest on certain accounts payable, notes and debentures. Interest expense in 2015 includes interest on certain accounts payable.

Warrant liability expense was calculated using the Black Scholes valuation method as described in Note 5 to the financial statements.

Liquidity and Capital Resources and Going Concern

At ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, the Company had current assets of $146,~~026~~360 and $29101,~~421~~427; current liabilities of $~~565~~463,~~186~~976 and $~~738~~442,~~703~~122; and a working capital deficit of $~~564~~417,~~160~~616 and $~~709~~340,~~282~~695, respectively.

We have not generated any revenues to date and have suspended active development activities. The Company has not had any cash available other than nominal loans from employees and shareholders and has discontinued accruing payroll. The Company’s continuing existence depends upon its ability to find alternative sources of financing. 4

AtWe ~~September~~have ~~30,~~not ~~2015~~generated ~~and~~any ~~December~~revenues ~~31,~~to ~~2014,~~date weand ~~had~~have nosuspended ~~liquidity~~active development activities. The Company ~~will~~has ~~require~~not ~~additional~~had ~~financing~~any ~~before~~cash itavailable other ~~can~~than ~~implement~~nominal loans from shareholders and has discontinued accruing payroll. The Company’s continuing existence depends upon its ~~business~~ability ~~plan~~to find alternative sources of financing.

5At March 31, 2016 and December 31, 2015, we had no liquidity. The Company will require additional financing before it can implement its business plan.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our historical operating losses, our operations have not been a source of liquidity. We may seek additional capital in order to develop operations and become profitable. In order to obtain capital, we may need to sell additional shares of common or preferred stock or borrow funds from private lenders pursuant to instruments, which are junior to our outstanding secured debt instruments. There can be no assurance that we will be successful in obtaining additional funding.

If the above events do not occur or the Company is unable to implement its business plan, substantial doubt about the Company’s ability to continue as a going concern exists.

Item 3: QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, 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 because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

With the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~September~~March 3031, ~~2015~~2016 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2015 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and support personnel. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.5

6Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2016 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and support personnel. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the three months ended ~~September~~March 3031, ~~2015~~2016 included in this Quarterly Report on Form 10-Q were fairly stated in ~~accordance~~ accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the three months ended ~~September~~March 3031, ~~2015~~2016 are fairly stated, in all material respects, in accordance with US GAAP.

During this additional analysis it was determined that Accounts Payable needed to be reduced by $28,608.

Changes in internal control over financial reporting

There have been no significant changes in internal controls or in other factors that could significantly affect these controls during the quarter ended ~~September~~March 3031, ~~2015~~2016, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None.

ITEM 1A: RISK FACTORS

Not applicable.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5: OTHER INFORMATION

Not applicable.

ITEM 6: EXHIBITS

The following exhibits are filed with this report on Form 10-Q.

Exhibits		Description.
10.1		~~10%~~Form ~~Convertible~~of ~~Promissory~~NON-STATUTORY ~~Note~~STOCK ~~entered~~OPTION ~~into~~GRANT ~~with~~AND ~~Richard Rosenblum~~AGREEMENT
10.2		~~10%~~Form ~~Convertible~~of ~~Promissory~~SHARE ~~Note~~EXCHANGE ~~entered into with the Stacy Group, LLC~~AGREEMENT
31.1		Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer*
31.2		Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer*
32.1		Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer*
32.2		Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer*
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**

* Filed Herewith.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

SIGNATURE

Pursuant to the requirements 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.

	chatAND, Inc.
Date: November 23, 2015	By:	/s/ Michael Lebor
Date: May 13, 2016	By:	/s/ Michael Lebor
		Michael Lebor
		Chief Executive Officer
Date: November 23, 2015	By:	/s/ Victoria Rudman
Date: May 13, 2016	By:	/s/ Victoria Rudman
		Victoria Rudman
		Chief Financial Officer

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