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: 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 ofIncorporation 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.


















chatAND,
Inc.



Table
of Contents



|            |              |                                                                                           | Page
    No.
|----------- | ------------ | ----------------------------------------------------------------------------------------- | ------------
|Part
    I  |              | Financial
    Information (unaudited)                                                     |             
|            | Item
    1:  | Condensed
    Consolidated Financial Statements                                           | F-1         
|            |              | Balance
    Sheets as of June 30, 2015 and December 31, 2014                              | F-1         
|            |              | Statements
    of Operations for the Three and Six Months ended June 30, 2015 and 2014    | F-2         
|            |              | Statement
    of Stockholders’ Equity for the period ended June 30, 2015                  | F-3         
|            |              | Statements
    of Cash Flows for the Six Months ended June 30, 2015 and 2014              | 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                             | 6           
|            | Item
    4:  | Controls
    and Procedures                                                               | 6           
|            |              |                                                                                           |             
|Part
    II |              | Other
    Information                                                                     |             
|            | Item
    1:  | Legal
    Proceedings                                                                     | 7           
|            | Item
    1A: | Risk
    Factors                                                                          | 7           
|            | Item
    2:  | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 7           
|            | Item
    3:  | Defaults
    Upon Senior Securities                                                       | 7           
|            | Item
    4:  | Mine
    Safety Disclosure                                                                | 7           
|            | Item
    5:  | Other
    Information                                                                     | 7           
|            | Item
    6:  | Exhibits                                                                                  | 8           



2







PART
I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



chatAND,
Inc.

CONDENSED
CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                       |  | June 30, 2015 |             |   | December 31, 2014 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ----------- | - | ----------------- | -
|                                                                                                                                                                                                       |  |               | (unaudited) |   |                   |  
|ASSETS                                                                                                                                                                                                 |  |               |             |   |                   |  
|Current assets:                                                                                                                                                                                        |  |               |             |   |                   |  
|Cash                                                                                                                                                                                                   |  | $             | 14,035      |   |                   | $
|Total current assets                                                                                                                                                                                   |  |               | 14,035      |   |                   |  
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|Property and equipment, net of accumulated depreciation of $10,536                                                                                                                                     |  |               | -           |   |                   |  
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|Other assets:                                                                                                                                                                                          |  |               |             |   |                   |  
|Investments (Note 4)                                                                                                                                                                                   |  |               | 1,581,468   |   |                   |  
|Total other assets                                                                                                                                                                                     |  |               | 1,581,468   |   |                   |  
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|Total assets                                                                                                                                                                                           |  | $             | 1,595,503   |   |                   | $
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                   |  |               |             |   |                   |  
|Current liabilities:                                                                                                                                                                                   |  |               |             |   |                   |  
|Accounts payable                                                                                                                                                                                       |  | $             | 341,381     |   |                   | $
|Accrued expenses                                                                                                                                                                                       |  |               | 85,291      |   |                   |  
|Advances from stockholders and employees                                                                                                                                                               |  |               | 14,690      |   |                   |  
|Warrant liability                                                                                                                                                                                      |  |               | 213,070     |   |                   |  
|Total current liabilities                                                                                                                                                                              |  |               | 654,432     |   |                   |  
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|Stockholders’ equity:                                                                                                                                                                                  |  |               |             |   |                   |  
|Preferred stock: $0.00001 par value; 100,000,000 shares authorized                                                                                                                                     |  |               |             |   |                   |  
|Series A Convertible Stock, $0.00001 par value, $48.07309 stated value, 4,807,309
    shares authorized, issued and outstanding                                                                        |  |               | 48          |   |                   |  
|Common stock: $0.00001 par value; 500,000,000 shares authorized; 39,150,805
    shares issued and outstanding as of June 30, 2015 and 38,875,805 shares issued and outstanding as of December 31, 2014 |  |               | 393         |   |                   |  
|Common stock subscription                                                                                                                                                                              |  |               | 105,970     |   |                   |  
|Additional paid in capital                                                                                                                                                                             |  |               | 3,970,102   |   |                   |  
|Accumulated deficit                                                                                                                                                                                    |  |               | (3,135,442  | ) |                   |  
|Total stockholders’ equity                                                                                                                                                                             |  |               | 941,071     |   |                   |  
|                                                                                                                                                                                                       |  |               |             |   |                   |  
|Total liabilities and stockholders’ equity                                                                                                                                                             |  | $             | 1,595,503   |   |                   | $



See
the accompanying notes to these unaudited condensed consolidated financial statements



F-1







chatAND,
Inc.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                                     |  | Three months ended June 30, |            |   | Six months ended June 30, |  
|---------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | -
|                                                     |  | 2015                        |            |   | 2014                      |  
|Revenue:                                             |  |                             |            |   |                           |  
|Total revenue                                        |  | $                           | -          |   |                           | $
|                                                     |  |                             |            |   |                           |  
|Costs and expenses:                                  |  |                             |            |   |                           |  
|General and administrative                           |  |                             | (7,249     | ) |                           |  
|Research and development expense                     |  |                             | (2,791     | ) |                           |  
|Asset impairment                                     |  |                             | -          |   |                           |  
|Total costs and expenses                             |  |                             | (10,040    | ) |                           |  
|                                                     |  |                             |            |   |                           |  
|Loss from operations                                 |  |                             | 10,040     |   |                           |  
|                                                     |  |                             |            |   |                           |  
|Other expenses:                                      |  |                             |            |   |                           |  
|Interest expense                                     |  |                             | (1,427     | ) |                           |  
|Warrant liability expense                            |  |                             | -          |   |                           |  
|Loss on change in fair value of derivative liability |  |                             | 114,221    |   |                           |  
|Loss on settlement of debt                           |  |                             | -          |   |                           |  
|Total other expenses                                 |  |                             | 112,794    |   |                           |  
|                                                     |  |                             |            |   |                           |  
|Net loss before income taxes                         |  |                             | 122,834    |   |                           |  
|                                                     |  |                             |            |   |                           |  
|Income taxes                                         |  |                             | -          |   |                           |  
|                                                     |  |                             |            |   |                           |  
|NET LOSS                                             |  | $                           | 122,834    |   |                           | $
|                                                     |  |                             |            |   |                           |  
|Net loss per share, basic and diluted                |  | $                           | 0.00       |   |                           | $
|                                                     |  |                             |            |   |                           |  
|Weighted average number of shares outstanding, basic |  |                             | 39,150,805 |   |                           |  



See
the accompanying notes to these unaudited condensed consolidated financial statements



F-2







chatAND,
Inc.

CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

SIX
MONTHS ENDED JUNE 30, 2015

(unaudited)



|                                                                |  | Preferred stock |   |  | Series A |   |   | Common stock |  |  | Common Stock |  |  | Additional Paid-in |    |  | Accumulated |  |            |               | 
|--------------------------------------------------------------- |  | --------------- | - |  | -------- | - | - | ------------ |  |  | ------------ |  |  | ------------------ | -- |  | ----------- |  | ---------- | ------------- | 
|                                                                |  | Shares          |   |  | Amount   |   |   | Shares       |  |  | Amount       |  |  | Shares             |    |  | Amount      |  |            | Subscriptions | 
|Balance, January 1, 2014                                        |  |                 | - |  |          | $ | - |              |  |  | -            |  |  | $                  | -  |  |             |  | 12,750,001 |               | 
|Common stock issued in settlement of debt and accrued interest  |  |                 |   |  |          |   |   |              |  |  |              |  |  |                    |    |  |             |  | 413,345    |               | 
|Common shares issued in settlement of debt and accrued interest |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | 14,482,309 |               | 
|Common stock issued in settlement of debt and accrued interest  |  |                 |   |  |          |   |   |              |  |  |              |  |  |                    |    |  |             |  | 1,230,150  |               | 
|Common shares issued to acquire intangible assets               |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | 5,000,000  |               | 
|Sale of common stock                                            |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | 5,000,000  |               | 
|Allocation of common stock proceeds to warrant liability        |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Loss on settlement of debt                                      |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Common stock subscriptions received                             |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Fair value of vested options                                    |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Net loss                                                        |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Balance, December 31, 2014                                      |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | 38,875,805 |               | 
|Common Stock Issued                                             |  |                 |   |  |          |   |   |              |  |  |              |  |  |                    |    |  |             |  | 275,000    |               | 
|Exchange Agreement (Stanhope)                                   |  |                 | - |  |          |   | - |              |  |  | 4,807,309    |  |  |                    | 48 |  |             |  | -          |               | 
|Net loss                                                        |  |                 | - |  |          |   | - |              |  |  | -            |  |  |                    | -  |  |             |  | -          |               | 
|Balance, June 30, 2015                                          |  |                 | - |  |          | $ | - |              |  |  | 4,807,309    |  |  | $                  | 48 |  |             |  | 39,150,805 |               | 



See
the accompanying notes to these unaudited condensed consolidated financial statements



F-3







chatAND,
Inc.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                            |  | Six months ended June 30, |         
|--------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                            |  | 2015                      |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                           |         
|Net loss                                                                    |  | $                         | 14,604  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |         
|Depreciation and amortization                                               |  |                           | -       
|(Gain) loss on change in fair value of warrant liability                    |  |                           | (129,683
|Loss on settlement of debt                                                  |  |                           | -       
|Impairment of assets                                                        |  |                           | 749     
|Changes in operating assets and liabilities:                                |  |                           | -       
|Accounts payable                                                            |  |                           | 45,412  
|Accrued expenses                                                            |  |                           | -       
|Net cash used in operating activities                                       |  |                           | (68,917 
|                                                                            |  |                           |         
|                                                                            |  |                           |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                           |         
|Freeline bankruptcy refund                                                  |  |                           | 18,532  
|Purchase of Furniture and Equipment                                         |  |                           | -       
|Net cash used by investing activities                                       |  |                           | 18,532  
|                                                                            |  |                           |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                           |         
|Advances from stockholders and employees                                    |  |                           | -       
|Sale of common stock subscriptions                                          |  |                           |         
|Sales of Common Stock                                                       |  |                           | 35,000  
|Net cash provided by financing activities                                   |  |                           | 35,000  
|                                                                            |  |                           |         
|Net (decrease) increase in cash                                             |  |                           | (15,386 
|                                                                            |  |                           |         
|Cash, beginning of the period                                               |  |                           | 29,421  
|Cash, end of period                                                         |  | $                         | 14,035  
|                                                                            |  |                           |         
|SUPPLEMENTAL INFORMATION                                                    |  |                           |         
|Cash paid for interest                                                      |  | $                         | 2,168   
|Cash paid for income taxes                                                  |  | $                         | -       
|                                                                            |  |                           |         
|Non-cash investing and financing activities:                                |  |                           |         
|Common stock issued for senior convertible debentures                       |  | $                         | -       
|Common stock issued for accrued interest                                    |  | $                         | -       
|Common stock issued for advances from stockholders                          |  | $                         | -       
|Common stock issued for note payable                                        |  | $                         | -       
|Common stock issued for intangible assets                                   |  | $                         | -       



See
the accompanying notes to these unaudited condensed consolidated financial statements



F-4







chatAND,
INC.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2015

(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
Company intends to provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology
will provide a platform that connects businesses, their sales associates and customer service representatives with website visitors
and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service
(“SaaS”) application that allows the live sales and support staff of a business to connect directly with customers
in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience
by virtually recreating all of the benefits of a live showroom environment within a website.



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



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



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



2.
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS



As
of June 30, 2015, the Company had cash of $14,035 and working capital deficit (current liabilities exceeding current assets) of
$640,397. During the six months ended June 30, 2015, the Company used net cash in operating activities of $68,917. The Company
has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.



During
this Three (3) month period, the Company received $18,532 from the Freeline bankruptcy case, which was sufficient cash to fund
its operating requirements through July of 2015.



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



F-5







chatAND,
INC.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2015

(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 months ended June 30, 2015 and 2014 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price
of the common stock during the period.



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



|                                     |  | June 30, 2015 |            |  | June 30, 2014 | 
|------------------------------------ |  | ------------- | ---------- |  | ------------- | 
|Options to purchase common stock     |  |               | 5,370,000  |  |               | 
|Series A convertible preferred stock |  |               | 4,807,309  |  |               | 
|Warrants to purchase common stock    |  |               | 5,275,000  |  |               | 
|                                     |  |               |            |  |               | 
|Totals                               |  |               | 15,452,309 |  |               | 



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

JUNE
30, 2015

(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



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



At
March 31, 2015, the Company’s investment in the Freeline Assets and the Freeline Notes consisted of a cash payment of $250,000
and 5,000,000 shares of the Company’s common stock, par value $0.00001, valued at $1,350,000, the closing price of the stock
on the date the transaction was completed (Note 8). The acquisition was completed on July 11, 2014. The Company will engage an
appraiser to value the assets acquired, when funding becomes available.



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



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.



The
Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive
(reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record allocated fair
value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.



At
June 30, 2015, the fair value of the reset provision of $213,070 was determined using the Black-Scholes Option Pricing model with
the following assumptions: dividend yield: 0%; volatility: 141.90%; risk free rate: 0.56%; and expected life: 2.00 to 2.02 years.
The Company recorded a gain on change in derivative liabilities of $114,221 during the three months ended June 30, 2015.



F-7







chatAND,
INC.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2015

(unaudited)



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
June 30, 2015 the Company’s authorized 4,807,309 shares of Series A Convertible Preferred Stock with a par value of $0.0001
and $48.07309 stated value, of which were all issued and outstanding.



On
March 5, 2015, the Company’s board of directors designated 4,807,309 shares of its preferred stock as Series A Convertible
Stock (“Series A”) with a $48.07309 stated value, par value of $0.00001 per share. Holders of the Series A preferred
stock are not entitled to receive any dividends unless specifically declared by the Company’s board of directors; shall
be entitled to the number of votes equal to the number of shares of common stock into which the Series A preferred stock is convertible
at any regular, annual or special meeting of stockholders of the Company and will rank senior to all of the Common Stock; (ii)
senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to any
Series A Preferred Stock (“Junior Securities”); (iii) on parity with any class or series of capital
stock of the Corporation hereafter created specifically ranking by its terms on parity with the Series A Preferred Stock (“Parity
Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created specifically
ranking by its terms senior to any Series A Preferred Stock (“Senior Securities”),senior to common and
all other series of capital stock of the Company and equal or junior to any preferred stock in regard to liquidation, dissolution
or winding up of the Corporation, whether voluntarily or involuntarily.



On
April 2, 2015, the Company issued 4,807,309 shares of its Series A Convertible Stock in exchange for 4,807,309 shares of its common
stock.



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 June 30, 2015 and December
31, 2014, there were 39,150,805 and 38,875,805 shares issued and outstanding, respectively



In
February 2015, the Company entered into a Securities Purchase Agreement in which we received proceeds of $10,000 for the sale
of 50,000 shares of our common stock and warrants to acquire 50,000 shares of our common stock at an exercise price of $0.24 for
five years from the date of issuance.



In
March 2015, the Company entered into a Securities Purchase Agreement in which we received proceeds of $25,000 for the sale of
125,000 shares of our common stock and warrants to acquire 125,000 shares of our common stock at an exercise price of $0.24 for
five years from the date of issuance.



7.
RELATED PARTY TRANSACTIONS



At
June 30, 2015 and December 31, 2014, accrued expenses include accrued payroll in the total amount of $85,291 which includes $46,093
for Michael Lebor, Chief Executive Officer, $22,614 for David Rosenberg, former president, and $16,584 for another former employee.
Advances from shareholders and employees consist of the following at June 30, 2015 and December 31, 2014.



|                                       |  | June
    30, 2015 |        |  | December
    31, 2014 |  
|-------------------------------------- |  | ----------------- | ------ |  | --------------------- | -
|Michael Lebor, Chief Executive Officer |  | $                 | 11,180 |  |                       | $
|Former employees                       |  |                   | 3,510  |  |                       |  
|                                       |  | $                 | 14,690 |  |                       | $



F-8







chatAND,
INC.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2015

(unaudited)



8.
FAIR VALUE MEASUREMENT



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



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



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



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



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



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



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



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



As
of June 30, 2015 and December 31, 2014, the Company did not have any items that would be classified as level 1 or 2 disclosures.



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



As
of June 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.



The
derivative liability as of June 30, 2015, in the amount of $213,070 has a level 3 classification.



F-9







chatAND,
INC.

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2015

(unaudited)



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



|                                                                                                   |  | Warrant Liability |         
|-------------------------------------------------------------------------------------------------- |  | ----------------- | --------
|Balance, December 31, 2014                                                                         |  | $                 | 342,753 
|Total (gains) losses                                                                               |  |                   | -       
|Mark-to-market at March 31, 2015                                                                   |  |                   | (15,462 
|Mark-to-market at June 30, 2015                                                                    |  |                   | (114,221
|Balance, June 30, 2015                                                                             |  | $                 | 213,070 
|Net Gain for the period included in earnings relating to the liabilities
    held at June 30, 2015 |  | $                 | 114,221 



9.
SUBSEQUENT EVENTS



On
August 10, 2015, David Stefansky invested $6,500 into the Company though a 10% Convertible Promissory Note due on August 10, 2016.
The principal and interest due under the Convertible Promissory Note are convertible at any time the note is outstanding into
shares of the Company’s common stock at a conversion price of $0.10 per share, subject to adjustment if the Company raises
equity below such price. Additionally and as part of the note, Mr. Stefansky was granted a Warrant to purchase 130,000 shares
of the Company’s common stock at an exercise price of $0.10 per share, subject to adjustment if the Company raises equity
below such price.



On
August 10, 2015, the Stacy Group LLC (the “Stacy Group”) invested $6,500 into the Company though a 10% Convertible
Promissory Note due on August 10, 2016. The principal and interest due under the Convertible Promissory Note are convertible at
any time the note is outstanding into shares of the Company’s common stock at a conversion price of $0.10 per share, subject
to adjustment if the Company raises equity below such price. Additionally and as part of the note, the Stacy Group was granted
a Warrant to purchase 130,000 shares of the Company’s common stock at an exercise price of $0.10 per share, subject to adjustment
if the Company raises equity below such price.



On
August 17, 2015, Richard Rosenblum, a member of the Company’s Board of Directors, invested $2,000 into the Company though
a 10% Convertible Promissory Note due on August 17, 2016. The principal and interest due under the Convertible Promissory Note
are convertible at any time the note is outstanding into shares of the Company’s common stock at a conversion price of $0.10
per share, subject to adjustment if the Company raises equity below such price. Additionally and as part of the note, Mr. Rosenblum
was granted a Warrant to purchase 40,000 shares of the Company’s common stock at an exercise price of $0.10 per share, subject
to adjustment if the Company raises equity below such price.



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 $14,035 and $29,421 at June 30, 2015 and December 31, 2014, respectively.
We suspended active development activities in July 2012.



Chat&
aims to use its products to redefine the online shopping experience by recreating virtually all of the benefits of a live showroom
environment. The Company uses Co-Browsing (“Co-Browsing”), the joint navigation through the Internet by two or more
people accessing the same web pages at the same time, to streamline the online shopping experience.



Utilizing
the tools of Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by recreating virtually all
of the benefits of a live showroom environment. This Virtual e-showroom will allow both customers and sales support staff to navigate
the website together in real time while in a videoconference. The Company’s technology, when fully developed, will allow
the Company’s clients and their websites to offer a more personalized sales environment. The face-to-face component of Video-Chat
alone is an incredibly powerful conversion tool; with the addition of Co-browsing, Chat& aims to change the landscape of e-commerce.
Chat&’s proposed video technology, online Co-browsing and collaboration tools, together with our e-commerce knowledge
and our management team’s internet marketing expertise will help our clients by increasing sales, as well as customer satisfaction.



Bridging
the gap between visitor traffic and desired sales conversion goals, our proposed technology aims to deliver precise and measurable
returns by empowering our clients to:



3







| | ● | Reduce
    shopping abandonment and increase sales conversion rates by intelligently interacting and engaging customers based upon their
    specific behavior
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                               
| | ● | Increase
    average order values                                                                                                                             
| |   |                                                                                                                                                               
| | ● | Increase
    customer satisfaction                                                                                                                            
| |   |                                                                                                                                                               
| | ● | Reduce
    attrition rates of existing customers                                                                                                              
| |   |                                                                                                                                                               
| | ● | Increase
    quantity of line items per order                                                                                                                 
| |   |                                                                                                                                                               
| | ● | Increase
    average total shopping cart value                                                                                                                



With
the emergence of Apple’s facetime, Skype Video-Chat and other similar Video-Chat applications into the mainstream, and the
increase in internet bandwidth (Wimax, 4G) sales and support has moved from a two-dimensional experience. Simple text chat, which
currently dominates the support market, will no longer be enough to satisfy the marketplace. Chat& intends for its application
to be at the forefront of this new method of commerce, communication and collaboration.



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



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 D567,318 for supporting a user’s foot with a personal transportation device.



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



Although
our current plans continue to focus on our online assistance, engagement and conversion solutions and the potential development
of the assets acquired from Freeline Sports, Inc., we also may consider additional or alternative opportunities, including a change
in the primary focus of our efforts. For example, we could determine to acquire, through a merger, share exchange, asset acquisition,
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



Three
months ended June 30, 2015 compared to three months ended June 30, 2014



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



|                                   |  | 2015 |         |   | 2014 |  
|---------------------------------- |  | ---- | ------- | - | ---- | -
|                                   |  |      |         |   |      |  
|General and administrative expense |  | $    | (7,249  | ) |      | $
|Research and development expense   |  |      | (2,791  | ) |      |  
|Asset impairment                   |  |      | -       |   |      |  
|                                   |  | $    | (10,040 | ) |      | $



4







General
and administrative expenses are summarized as follows:



|                  |  | 2015 |        |   | 2014 |  
|----------------- |  | ---- | ------ | - | ---- | -
|                  |  |      |        |   |      |  
|Professional fees |  | $    | (7,744 | ) |      | $
|Consultant        |  |      | 2,200  |   |      |  
|Insurance         |  |      | -      |   |      |  
|Other             |  |      | (1,705 | ) |      |  
|                  |  |      |        |   |      |  
|                  |  | $    | (7,249 | ) |      | $



General
and administrative expense decreased by $90,987 for the three months ended June 30, 2015, as compared to the three months ended
June 30, 2014. This is directly attributable to the halt in operating activities.



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 June 30, 2015 and 2014.



|                                                     |  | 2015 |         |   | 2014 |  
|---------------------------------------------------- |  | ---- | ------- | - | ---- | -
|Interest expense                                     |  |      | (1,427  | ) |      |  
|Warrant liability expense                            |  |      |         |   |      |  
|Loss on change in fair value of derivative liability |  |      | 114,221 |   |      |  
|                                                     |  | $    | 112,794 |   |      | $



Interest
expense for the three months ended June 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.
The warrant expense is related to the private placement of 50,000 Units, closed in the quarter ended June 30, 2014.



Liquidity
and Capital Resources and Going Concern



At
June 30, 2015 and December 31, 2014, the Company had current assets of $14,189 and $29,421; current liabilities of $654,432 and
$738,703; and a working capital deficit of $640,397 and $709,282, respectively.



In
February 2015, we entered into a Securities Purchase Agreement in which we received proceeds of $10,000 for the sale of 50,000
shares of our common stock and warrants to acquire 50,000 shares of our common stock at an exercise price of $0.24 for five years
from the date of issuance.



In
March 2015, we entered into a Securities Purchase Agreement in which we received proceeds of $25,000 for the sale of 125,000 shares
of our common stock and warrants to acquire 125,000 shares of our common stock at an exercise price of $0.24 for five years from
the date of issuance.



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.



At
June 30, 2015 and December 31, 2014, we had no liquidity. The Company will require additional financing before it can implement
its business plan.



5







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 June 30, 2015 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 June 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.



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.



6







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 June 30, 2015 included in this Quarterly Report on Form 10-Q were fairly stated in accordance
with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the three months
ended June 30, 2015 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 June 30, 2015, 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



In
February 2015, we entered into a Securities Purchase Agreement in which we received proceeds of $10,000 for the sale of 50,000
shares of our common stock and warrants to acquire 50,000 shares of our common stock at an exercise price of $0.24 for five years
from the date of issuance.



In
March 2015, we entered into a Securities Purchase Agreement in which we received proceeds of $25,000 for the sale of 125,000 shares
of our common stock and warrants to acquire 125,000 shares of our common stock at an exercise price of $0.24 for five years from
the date of issuance.



The
Securities were offered and sold in a private placement transaction made in reliance upon exemptions from registration pursuant
to Section 4(2) under the Securities Act of 1933 (the “Securities Act”).



ITEM
3: DEFAULTS UPON SENIOR SECURITIES



Not
applicable.



ITEM
4: MINE SAFETY DISCLOSURE



Not
applicable.



ITEM
5: OTHER INFORMATION



Not
applicable.



7







ITEM
6: EXHIBITS



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



|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*                  



*
Filed Herewith.





8







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:
    August 20, 2015 | By:              
|                          |                  
|                          |                  
|                          |                  
|Date:
    August 20, 2015 | By:              
|                          |                  
|                          |                  



9