SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROSENBLUM RICHARD (Last) (First) (Middle) 244 5TH AVENUE, SUITE C68 (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol chatAND, Inc. [ CHAA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2014		C		103,827	A	$0.1	110,726	I	BY HARBORVIEW VALUE MASTER FUND, L.P.(1)(2)
Common Stock	02/10/2014		C		49,439	A	$0.15	160,165	I	BY HARBORVIEW VALUE MASTER FUND, L.P.(1)(2)
Common Stock	02/10/2014		P		14,459	A	$0.1	174,624	I	BY HARBORVIEW VALUE MASTER FUND, L.P.(1)
Common Stock	02/10/2014		G(5)		118,969	A	$0	293,593	I	BY HARBORVIEW VALUE MASTER FUND, L.P.(1)
Common Stock	04/08/2014		P		101,078	A	$0.1	394,771	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
Common Stock	06/06/2014		P(7)		252,945	A	$0.1	647,716	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
Common Stock	07/11/2014		J(8)		647,716	D	$0	0	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
Common Stock	07/11/2014		J(8)		647,716	A	$0	647,716	D
Common Stock	02/10/2014		C		872,254	A	$0.1	930,208	I	THE CORBRAN, LLC(3)(4)
Common Stock	02/10/2014		C		415,370	A	$0.15	1,345,578	I	THE CORBRAN, LLC(3)(4)
Common Stock	02/10/2014		P		40,920	A	$0.1	1,386,498	I	THE CORBRAN, LLC(3)
Common Stock	02/10/2014		G(5)		944,577	A	$0	2,331,075	I	THE CORBRAN, LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5% Senior Secured Convertible Note	$0.1	02/10/2014		C(2)			1	06/17/2011	(2)	Common Stock	103,827	$0	0	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
Warrant to Purchase Shares of Common Stock	(2)	02/10/2014		C			49,439	06/17/2011	06/17/2016	Common Stock	49,439	$0	0	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
B Warrant to Purchase Shares of Common Stock	$0.1	04/08/2014		P		506		04/08/2014	04/08/2017	Common Stock	50,600	$0	506	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)(6)
C Warrant to Purchase Shares of Common Stock	$0.15	04/08/2014		P		506		04/08/2014	04/08/2017	Common Stock	50,600	$0	506	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)(6)
B Warrant to Purchase Shares of Common Stock	$0.1	07/21/2014		J(9)			506	07/21/2014	04/08/2017	Common Stock	50,600	$0	0	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
C Warrant to Purchase Shares of Common Stock	$0.15	07/21/2014		J(9)			506	07/21/2014	04/08/2017	Common Stock	50,600	$0	0	I	HARBORVIEW VALUE MASTER FUND, L.P.(1)
B Warrant to Purchase Shares of Common Stock	$0.1	07/21/2014		J(9)		506		07/21/2014	04/08/2017	Common Stock	50,600	$0	506	D
C Warrant to Purchase Shares of Common Stock	$0.15	07/21/2014		J(9)		506		07/21/2014	04/08/2017	Common Stock	50,600	$0	506	D
5% Senior Secured Convertible Note	$0.1	02/10/2014		C(4)			1	06/17/2011	(4)	Common Stock	872,254	$0	0	I	THE CORBRAN, LLC(3)
Warrant to Purchase Shares of Common Stock	(4)	02/10/2014		C			415,370	06/17/2011	06/17/2016	Common Stock	415,370	$0	0	I	THE CORBRAN, LLC(3)

Explanation of Responses:

1. Harborview Value Master Fund, L.P. ("HMF"), which is owned 5.0589% by Richard Rosenblum, is the direct beneficial owner of these securities.

2. Represents conversion of a 5% Senior Secured Convertible Note (the "HMF Note"), issued on June 17, 2011, into shares of common stock of chatAND, Inc. (the "Company"). The HMF Note was issued in connection with the Company's private placement of up to $850,000 which closed on June 17, 2011 (the "2011 Financing"). In connection with 2011 Financing, 977,272 warrants were issued to HMF (the "HMF Warrants"). The HMF Note was initially due on June 17, 2012. HMF agreed with the Company on various occasions to extend the due dates of the HMF Note, the latest extension until November 14, 2013.The Company was subsequently in default under the HMF Note. On February 10, 2014, the board of directors (the "Board") of the Company approved by unanimous written consent the conversion of the HMF Warrants at no additional consideration in exchange for forgiveness of the default interest on the HMF Note.

3. The Corbran, LLC ("CB") is the direct beneficial owners of these securities. Richard Rosenblum is a controlling party of CB.

4. Represents conversion of a 5% Senior Secured Convertible Note (the "CB Note"), issued on June 17, 2011, into shares of common stock of the Company. The CB Note was issued in connection with the 2011 Financing. In connection with the 2011 Financing, 415,370 warrants were issued to CB (the "CB Warrants"). The CB Note was initially due on June 17, 2012. CB agreed with the Company on various occasions to extend the due dates of the CB Note, the latest extension until November 14, 2013. The Company was subsequently in default under the CB Note. On February 10, 2014, the Board approved by unanimous written consent the conversion of the CB Warrants at no additional consideration in exchange for forgiveness of the default interest on the CB Note.

5. On February 10, 2014, the Chief Executive Officer of the Company gifted an aggregate of 10,954,537 shares of common stock to certain shareholders of the Company, including (a) 944,577 shares to CB and (b) 2,351,684 shares to HMF.

6. On April 8, 2014, the Company completed a private placement (the "Private Placement") for $500,000 to sell up to 50,000 units (the "Units") at a purchase price of $10 per Unit. Each Unit consisted of: (i) 100 shares of common stock of the Company, (ii) a half warrant to purchase 100 shares of common stock at an exercise price of $0.10 per warrant share ("B Warrant") and (iii) a half warrant to purchase 100 shares of common stock at an exercise price of $0.15 per warrant share ("C Warrant"). HMF purchased 20,000 Units in the Private Placement for consideration of $200,000.

7. On June 6, 2014, the Company entered into a Promissory Note Assignment and Purchase Agreement with HMF, whereby HMF sold, assigned and transferred to the Company HMF's rights under a series of promissory notes issued to HMF by Freeline Sports, Inc. (the "Freeline Notes"), such Freeline Notes totaling an aggregate amount of $1,269,500. Under the Agreement, the Company purchased the Freeline Notes for a purchase price of $500,000, which was paid to HMF in 5,000,000 shares of the Company's common stock.

8. On July 11, 2014, in anticipation of liquidation, HMF distributed all of its shares of common stock of the Company pro rata to its securityholders ("HMF Liquidation"). Richard Rosenblum received his pro rata distribution, equal to 5.0589% of the outstanding security interest of HMF.

9. In anticipation of the HMF Liquidation, on July 21, 2014, HMF assigned, pro rata to its securityholders, all of its B Warrants and C Warrants in the Company. Richard Rosenblum received his pro rata distribution, equal to 5.0589% of the outstanding security interest of HMF.

	/s/ Richard Rosenblum	07/24/2014
	** Signature of Reporting Person	Date
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