UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~July~~October 726, 2016 (~~July~~October 520, 2016)

chatAND, Inc. (Exact Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-54587

27-2761655

(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

(COMMISSION
FILE NO.)

(IRS EMPLOYEE

IDENTIFICATION NO.)

244 5th Avenue, Suite C68, New York, New York 10001 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(~~ADDRESS OF~~917) ~~PRINCIPAL~~818-2280 ~~EXECUTIVE~~(REGISTRANT’S ~~OFFICES~~TELEPHONE NUMBER) Not applicable (FORMER NAME, IF CHANGES SINC LAST REPORT

(917) 818-2280

(REGISTRANT’S TELEPHONE NUMBER)

Not applicable

(FORMER NAME, IF CHANGES SINC LAST REPORT

Check the appropriate box below if the FORM 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	[ ]	Written communications pursuant to Rule 425 under the Securities Act

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

	[ ]	Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act

Item 3 5.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Principal Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Principal Officers

OnRudman July 5, 2016, David Stefansky, a member of the Board of Directors of chatAND, Inc, a Nevada corporation (the “Company”) invested $15,000 in the Company pursuant to the terms of a 10% Convertible Promissory Note (the “Note”). The Note is convertible at $0.01 per share and is convertible at any time after issuance until all principal and/or accrued interest has either by repaid or converted. The Note is due on July 5, 2017. In the event the Company raises additional capital at a price per share below $0.01, the conversion price of the Note shall be reduced to such an amount.Resignation

~~Additionally,~~Effective inas ~~connection~~of ~~with~~October ~~the~~20, ~~Note~~2016, ~~the~~Ms. ~~Company~~Victoria ~~issued~~Rudman toresigned ~~Mr.~~as ~~Stefansky~~the ainterim ~~Warrant~~Chief toExecutive ~~Purchase~~Officer ~~Shares~~and ofChief ~~Common~~Financial ~~Stock~~Officer ~~for 750,000 shares~~ of the Company~~’s common stock (the “Warrant”)~~. The ~~Warrant~~resignation iswas ~~exercisable~~not ~~from~~ the ~~date~~result of ~~issuance~~any ~~for a~~disagreements ~~period~~with ofthe ~~five years~~Company. ~~The~~A ~~exercise~~copy ~~price~~ of ~~the Warrant is $0~~Ms.02 ~~per~~Rudman’s ~~share~~resignation ~~and the Warrant contains a cashless exercise option~~letter atis ~~the~~attached ~~discretion~~as ofExhibit Mr99.1 ~~Stefansky. In the event the Company raises additional capital at a price per share below $0.02, the conversion price of the Warrant shall be reduced~~ to ~~such~~this anForm ~~amount; provided, however, the $0~~8-K.~~01 conversion price of the Note shall not trigger this provision.~~

~~The~~David ~~foregoing~~Stefanksy, ~~descriptions~~a member of the ~~Note~~Company’s ~~and~~Board ~~the~~of ~~Warrant~~Directors, bywill ~~the~~serve ~~Company~~as doInterim ~~not~~Chief ~~purport~~Executive toOfficer ~~be complete~~ and ~~are~~John ~~qualified in their entirety~~Steinhouse, byalso ~~reference~~a tomember ~~the full text~~ of the ~~Note~~Company’s ~~and~~Board ~~the~~of ~~Warrant (including the exhibits thereto~~Directors, ifwill ~~any)~~serve ~~which~~as ~~are~~Interim ~~attached~~Chief asFinancial ~~Exhibits 4~~Officer.1 ~~and~~The ~~4.2,~~Company ~~respectively,~~will topromptly begin ~~this~~a ~~Current~~search ~~Report~~for onpermanent ~~Form~~executive ~~8-K~~officers ~~and~~for ~~incorporated~~both ~~herein by reference~~positions.

~~The~~Biographic ~~shares~~information offor Common Stock will be issued in reliance upon an exemption from registration provided by Section 4(a)(2) and/or Rule 506(b) of the Securities Act, as amended (the “Securities Act”), since no general solicitation or advertising was conducted by us in connection with the offering of any of the sharesMessrs. ~~All~~Stefansky ~~shares to be purchased in the offering will be “restricted” in accordance with Rule 144 of the Securities Act~~ and ~~the~~Steinhouse ~~investor~~ is ~~“accredited”~~set asforth ~~defined under the Securities Act. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy Common Stock.~~below:

Mr. Stefansky is a Founder and Principal of Bezalel Partners, a merchant bank that provides capital formation and strategic advisory services to mid-market private and small to mid-cap public companies in the healthcare, life sciences, and technology sectors. Mr. Stefansky brings 20+ years of principal investment, investment banking, and operational experience to the Bezalel team. Prior to forming Bezalel, Mr. Stefansky was a founder and principal of Harborview Capital, a New York-based private equity firm. While at Harborview, Mr. Stefansky invested $150M of debt, equity, and hybrid capital through Harborview Funds and Partners. Notable transactions include Alliqua BioMedical (Nasdaq: ALQA) where Mr. Stefansky, as Executive Chairman and Chairman of the Board, helped a struggling hydrogel manufacturer transition into a leading provider of wound management solutions.

Mr. Steinhouse has served as vice president of sales for Sandlot Solutions in Philadelphia, PA, a health information exchange and analytics software company since 2012. From 2008 to 2011, he served as director of healthcare for Oracle Corporation in Philadelphia, PA, where he was responsible for overall sales (acquiring new, maintaining revenue and growing existing accounts) for direct and the channel sales to hospitals. From 2005 to 2008, he was regional manager of Concerro Incorporated, where he was responsible for new “software as a service” to increase utilization of internal employee resources. Mr. Steinhouse brings to the board the experience of a senior sales executive with over 23 years of experience in healthcare industry.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
4.1*		10% Convertible Promissory Note issued by chatAND, Inc. to David Stefansky on July 5, 2016
99.1*		Letter of resignation of Ms. Rudman.
4.2*		Warrant to Purchase Shares of Common Stock issued by chatAND, Inc. to David Stefansky on July 5, 2016

*filed herewith

SIGNATURES

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 hereunto duly authorized.

Dated: ~~July~~October 726, 2016

CHATAND, INC. By: /s/ ~~Victoria~~David ~~Rudman~~Stefansky Interim Chief Executive Officer ~~and Chief Financial Officer~~

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