UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 2015
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 5th Avenue, Suite C68
New York, NY 10001
(Address of principal executive office) (Zip code)
(212) 321-0559
(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 August 20, 2015, was 39,150,805 shares.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 of chatAND, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 20, 2015 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
EXHIBIT INDEX
The following exhibits are filed with this report on Form 10-Q/A.
| Exhibits | Description | |
| 10.1 | Securities Purchase Agreement and Warrant dated October 9, 2014* | |
| 10.2 | Securities Purchase Agreement and Warrant dated February 11, 2015* | |
| 10.3 | Securities Purchase Agreement and Warrant dated March 17, 2015* | |
| 10.4 | 10% Convertible Promissory Note and Warrant to purchase 130,000 shares of the Company’s common stock entered into with David Stefansky* | |
| 10.5 | 10% Convertible Promissory Note and Warrant to purchase 130,000 shares of the Company’s common stock entered into with Stacy Group LLC* | |
| 10.6 | 10% Convertible Promissory Note and Warrant to purchase 40,000 shares of the Company’s common stock entered into with Richard Rosemblum* | |
| 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** |
* These exhibits were previously included or incorporated by reference in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on August 20, 2015.
** 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: September 11, 2015 | By: | /s/ Michael Lebor |
| Michael Lebor | ||
| Chief Executive Officer | ||
| Date: September 11, 2015 | By: | /s/ Victoria Rudman |
| Victoria Rudman | ||
| Chief Financial Officer | ||