UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for the quarterly period ended June 30, 2010~~

for the quarterly period ended September 30, 2010

KACHING KACHING, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-132107		58-2667713
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

750 Coronado Center Drive, Suite 120

Henderson, NV 89052

(Address of principal executive offices) (Zip Code)

(702) 589-7555

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

~~———————~~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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto 15Rule ~~(d)~~405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes x o No ¨ o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨.

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) o Smaller reporting company þ

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

As of ~~August~~November 17, 2010, there were outstanding 51,~~107~~362,~~380~~037 shares of the registrant’s common stock.

KACHING KACHING, INC.

FORM 10-Q FOR THE QUARTER ENDED

~~June~~September 30, 2010

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheet at June 30, 2010 and December 31, 2009 (Unaudited)		1
	Condensed Balance Sheet at September 30, 2010 and December 31, 2009 (Unaudited)		3
	Condensed Statements of Operations for the Three and Six month periods ended June 30, 2010 (Unaudited)		2
	Condensed Statements of Operations for the Three and Nine month periods ended September 30, 2010 (Unaudited)		4
	Condensed Statements of Operations for the Three and Six month periods ended June 30, 2009 (Unaudited)		3
	Condensed Statements of Cash Flows for the Nine month period ended September 30, 2010 (Unaudited)		5-6
	Condensed Statements of Cash Flows for the Six month period ended June 30, 2010 (Unaudited)		4
	Statements of Stockholders’ Deficit		7
	Statements of Stockholders’ Deficit		5
	Notes to Condensed Financial Statements (Unaudited)		8-24
	Notes to Condensed Financial Statements (Unaudited)		6-15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Information About Market Risk		28
Item 3.	Quantitative and Qualitative Information About Market Risk		18
Item 4.	Controls and Procedures		28
Item 4.	Controls and Procedures		18
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		1929
Item 1A.	Risk Factors		1929
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2232
Item 3.	Defaults upon Senior Securities		2232
Item 4.	RESERVED		2232
Item 5.	Other Information		2232
Item 6.	Exhibits		2333
	SIGNATURES		2434

PART I - FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~ FINANCIAL ~~Statements~~STATEMENTS

KaChing KaChing, Inc.

CONDENSED BALANCE SHEETS

Unaudited

	June 30,			December 31,
	September 30,			December 31,
	2010			2009
ASSETS
Current assets :
Cash	$	~~118,106~~68		$	-
Other current assets		28116,~~126~~077			25,356
Total current assets	$	~~146~~116,~~232~~145		$	25,356
Property, plant and equipment	$	~~303~~534,~~492~~088		$	179,045
Less: Accumulated depreciation and amortization		(3675,~~660~~767	)		(5,415	)
Property, plant and equipment - net		~~266~~458,~~832~~321			173,630
Other assets		37,~~148~~517			11,136
Total assets	$	~~450~~611,~~212~~983		$	210,122
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities :
Checks issued in excess of available cash	$	-		$	8,476
Accounts payable - trade	$	403,814		$	83,610
Accounts payable - trade		87,961			75,134
Accrued Payroll		238,511			-
Accounts payable - related party		20,154			-
Other current liabilities		373,200			207,049
Accrued Payroll		142,177			-
Short term debt:
Other current liabilities		39,788			207,049
Notes payable - short term - net		685
Total current liabilities	$	290,080		$	290,659
Derivative liability		836,405			-
Total current liabilities	$	1,852,615		$	290,659
Long term debt :
Long term debt - notes payable	$	307,094		$	-
Long term debt - notes payable - net	$	402,732		$	-
Derivative liability		~~955~~3,~~135~~789,087			-
Total long term debt	$	14,~~262~~191,~~229~~819		$	-
Total liabilities	$	16,~~552~~044,~~309~~434		$	290,659
Stockholders' Deficit:
Common Stock, $0.0001 par value, 500,000,000 and 75,000,000 shares authorized and 51,107,380 and 10,000,000 outstanding as of June 30, 2010 and December 31, 2009 respectively.	$	5,111		$	2,079
Common Stock, $0.0001 par value, 500,000,000 and 75,000,000 shares authorized and 51,207,380 and 20,794,314 outstanding as of September 30, 2010 and December 31, 2009 respectively.	$	5,121		$	2,079
Preferred Stock, $0.001 par value, 25,000,000 authorized and 0 outstanding as of June 30, 2010.		-			-
Preferred Stock, $0.0001 par value, 25,000,000 authorized and 0 outstanding as of September 30, 2010.		-			-
Additional paid in capital		~~502~~874,~~887~~273			98,696
Accumulated deficit		(16,~~610~~311,~~095~~845	)		(181,312	)
Total stockholders' deficit	$	(15,~~102~~432,~~097~~451	)	$	(80,537	)
Total Liabilities and Stockholders' Deficit	$	~~450~~611,~~212~~983		$	210,122

The accompanying notes are an integral part of these condensed financial statements

KaChing KaChing, Inc.

(inception of Company was September 17, 2009)

	For the			For the
	three month			six month
	period ended			period ended
	June 30, 2010			June 30, 2010
Revenues	$	100,667		$	277,910
Operating expenses
Cost of products sold		37,106			152,121
Selling, general and administrative		508,763			1,052,267
Professional fees		136,257			153,673
Depreciation and amortization		18,392			32,666
Total operating expenses	$	700,518		$	1,390,727
Loss from operations	$	(599,851	)	$	(1,112,817	)
Non-operating (expense)
Interest expense		(87,027	)		(87,027	)
income/(expense) related to derivative		49,304			49,304
(Loss) on disposition of assets		(21,618	)		(21,618	)
Total non-operating expense	$	(59,341	)	$	(59,341	)
Loss from operations before income taxes	$	(659,192	)	$	(1,172,158	)
Provision for income tax		-			-
Net loss	$	(659,192	)	$	(1,172,158	)
Net loss available to common stockholders	$	(659,192	)	$	(1,172,158	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.04	)
Weighted average shares of capital outstanding - basic	$	43,337,625		$	32,128,244

The accompanying notes are an integral part of these condensed financial statements

KaChing KaChing, Inc.

(inception of Company was September 17, 2009)

	For the		For the
	three month		six month
	period ended		period ended
	June 30, 2009		June 30, 2009
Revenues	$	-	$	-
Operating expenses
Cost of products sold		-		-
Selling, general and administrative		-		-
Professional fees		-		-
Depreciation and amortization		-		-
Total operating expenses	$	-	$	-
Loss from operations	$	-	$	-
Non-operating (expense)
Interest expense		-
(Loss) on disposition of assets		-		-
Total non-operating expense	$	-	$	-
Loss from operations before income taxes	$	-	$	-
Provision for income tax		-		-
Net loss	$	-	$	-
Net loss available to common stockholders	$	-	$	-
Basic and diluted net loss per common share	$	-	$	-
Weighted average shares of capital outstanding - basic		-		-

The accompanying notes are an integral part of these condensed financial statements

KaChing KaChing, Inc.

CONDENSED STATEMENT OF OPERATIONS

For the Three and Nine month periods ended September 30, 2010

~~For~~(inception ~~the~~of ~~Six~~Company ~~month~~was ~~period~~September ~~ended June~~ 30, ~~2010 and~~ 2009.)

(inception of Company was September 17, 2009)

	For the			For the
	three month			nine month
	period ended			period ended
	September 30, 2010			September 30, 2010

Revenues	$	356,983		$	634,893

Operating expenses
Cost of products sold		17,913			17,913
Commissions - licenses		309,884			462,005
Commissions - product		577			577
Selling, general and administrative		1,257,924			2,310,191
Professional fees		12,900			166,573
Depreciation and amortization		39,107			71,773
Loss on disposition of assets		-			21,618
Total operating expenses	$	1,638,305		$	3,050,650

Loss from operations	$	(1,281,322	)	$	(2,415,757	)

Non-operating (expense)
Interest expense		(135,071	)		(222,098	)
Income/(expense) related to derivative		(3,285,357	)		(3,236,053	)
Total non-operating expense	$	(3,420,428	)	$	(3,458,151	)

Loss from operations before income taxes	$	(4,701,750	)	$	(5,873,908	)

Provision for income tax		-			-

Net loss	$	(4,701,750	)	$	(5,873,908	)

Net loss available to common stockholders	$	(4,701,750	)	$	(5,873,908	)

Basic and diluted net loss per common share	$	(0.09	)	$	(0.16	)

Weighted average shares of capital outstanding - basic		51,131,036			36,866,870

	For the			For the
	six month			six month
	period ended			period ended
CASH FLOWS FROM OPERATING ACTIVITIES :	June 30, 2010			June 30, 2009
Net (loss)	$	(1,172,158	)	$	-
Adjustments to reconcile net income / (loss) to net
Cash provided by (used for) operating activities :
Depreciation, and amortization		32,666			-
Non-cash interest		55,658			-
Change in derivative liability		(49,304	)		-
Loss on disposition of assets		21,618			-
Stock based compensation		381,474
Changes in components of working capital :
Increase in accounts payable		4,351			-
Increase in accounts payable - related party		20,154
(Decrease) in other current liabilities		(25,086	)		-
(Increase) in other assets		(28,782	)
Net cash provided (used) by operating activities	$	(759,409	)	$	-
CASH FLOWS FROM INVESTING ACTIVITIES :
Capital expenditures	$	(147,485	)	$	-
Net cash provided by (used in) investing activities	$	(147,485	)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES :
Issuance of common stock	$	25,000		$	-
Increase (decrease) in long term debt		1,000,000			-
Net cash provided by (used in) financing activities . . . . . . . . . .	$	1,025,000		$	-
NET INCREASE IN CASH AND CASH EQUIVALENTS	$	118,106		$	-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	118,106		$	-
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

The accompanying notes are an integral part of these condensed financial statements

KaChing KaChing, Inc. CONDENSED STATEMENT OF OPERATIONS For the ~~six~~Three and Nine month ~~period~~periods ended ~~June~~September 30, ~~2010~~2009 (inception of Company was September 17, 2009)

							Common stock				Additional						Total
	For the period			For the period
	Preferred Stock						Par Value $0.0001				Paid-In			Accumulated			Stockholders'
	September 17, 2009			September 17, 2009
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
	(inception) through			(inception) through
Balance 12/31/09		-			-			20,794,314	$	2,079	$	98,696		$	(181,312	)	$	(80,537	)
	September 30, 2009			September 30, 2009
Warrants issued for services												259,805						259,805
Revenues	$	-		$	-
Net loss															(512,966	)		(512,966	)
Operating expenses
BALANCE 3/31/10		-			-			20,794,314	$	2,079	$	358,501		$	(694,278	)	$	(333,698	)
Cost of products sold		-			-
Acquisition of the net liabilities of Duke Mining, Inc.								7,500,047		750		-			(256,625	)		(255,875	)
Selling, general and administrative		1,124			1,124
Warrants exercised								21,443,019		2,145		(1,992	)					153
Professional fees		5,000			5,000
Stock issued in relation to Debt								236,667		24		24,976						25,000
Depreciation and amortization		-			-
Stock and options for compensation								1,133,333		113		121,402						121,515
Total operating expenses	$	6,124		$	6,124
NET LOSS															(659,192	)		(659,192	)
Loss from operations	$	(6,124	)	$	(6,124	)
BALANCE 6/30/10		-			-			51,107,380	$	5,111	$	502,887		$	(1,610,095	)	$	(1,102,097	)
Non-operating (expense)
Interest expense		-			-
(Loss) on disposition of assets		-			-
Total non-operating expense	$	-		$	-
Loss from operations before income taxes	$	(6,124	)	$	(6,124	)
Provision for income tax		-			-
Net loss	$	(6,124	)	$	(6,124	)
Net loss available to common stockholders	$	(6,124	)	$	(6,124	)
Basic and diluted net loss per common share	$	-		$	-
Weighted average shares of capital outstanding - basic		20,794,314			20,794,314

The accompanying notes are an integral part of these condensed financial statements

~~KACHING~~KaChing ~~KACHING~~KaChing, ~~INC~~Inc. CONDENSED STATEMENT OF CASH FLOWS For the Nine month period ended September 30, 2010 and 2009. (inception of Company was September 17, 2009)

NOTES TO CONDENSED FINANCIAL STATEMENTS

	For the nine month period ended			For the period September 17, 2009 (inception) through
CASH FLOWS FROM OPERATING ACTIVITIES :	September 30, 2009			September 30, 2009
Net (loss)	$	(5,873,908	)	$	(6,124	)

Adjustments to reconcile net income / (loss) to net
Cash provided by (used for) operating activities :
Depreciation, and amortization		71,773			-
Non-cash interest		150,739			-
Change in derivative liability		3,236,053			-
Loss on disposition of assets		21,617			-
Stock based compensation		611,473
Issuance of warrants for compensation		141,397
Changes in components of working capital :
(Decrease) in other assets					(29,970	)
Increase in accounts payable		320,207			-
Increase in other current liabilities		410,598			-
Increase in other liabilities		1,241			61,657
(Increase) in other assets		(117,103	)		2,813
Net cash provided (used) by operating activities	$	(1,025,913	)	$	28,376

CASH FLOWS FROM INVESTING ACTIVITIES :
Capital expenditures	$	(378,081	)	$	-
Net cash provided by (used in) investing activities	$	(378,081	)	$	-

CASH FLOWS FROM FINANCING ACTIVITIES :
Repayments net of advances from Affiliates	$	(5,938	)
Issuance of common stock		25,000		$	-
Increase (decrease) in short term debt		385,000
Increase (decrease) in long term debt		1,000,000			-
Net cash provided by (used in) financing activities	$	1,404,062		$	-

NET INCREASE IN CASH AND CASH EQUIVALENTS	$	68		$	28,376

Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	68		$	28,376

Interest paid	$	23,741		$	-
Taxes paid	$	-		$	-

1.	Description of Business
		●	KaChing KaChing, Inc. (“KaChing or the “Company”) is a Delaware corporation that was previously known as Duke Mining Company, Inc. (“Duke Delaware”). On April 22, 2010, Duke Delaware entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), pursuant to which KaChing Nevada agreed to merge with and into Duke Delaware (the “Merger”), with Duke Delaware being the surviving corporation. In connection with the Merger, Duke Delaware changed its name to “Kaching Kaching, Inc.” (which company is herein referred to as “KaChing,” “we” or the “Company”). The Merger was effected on April 22, 2010. KaChing KaChing is an e-commerce solution that operates a recently introduced web site (www.KaChingKaChing.com) through which it provides individual Web Store Owners with the ability to create, manage and earn money from product sales generated from their individual online web stores. Kaching Kaching leverages social shopping trends by allowing customers to contribute reviews and ratings on each product sold in the store. These reviews are aggregated across Kaching Kaching storefronts. Store Owners subscribe to a monthly license and can sell products from their site and earn commissions. Although Duke Mining acquired Kaching Nevada in the Merger, for accounting purposes, the Merger was accounted for as a reverse merger since the stockholders of Kaching Nevada acquired a majority of the issued and outstanding shares of this Company’s common stock. Accordingly, the financial statements contained in this report, and the description of our results of operations and financial condition, reflect (i) the operations of Kaching Nevada alone prior to the Merger, and (ii) the combined results of this company and Kaching Nevada and Duke Mining since the Merger.
		●	The Company currently maintains its corporate office in Henderson, Nevada. The condensed financial statements and the notes thereto for the periods ended June 30, 2010 included herein have been prepared by management and are unaudited. Such condensed financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated and in order to make the financial statements not misleading. All such adjustments are of a normal recurring nature except for the recapitalization of the Company with and into KaChing Delaware as more fully disclosed in Note 9 and the bifurcation of embedded derivatives within the secured convertible notes and warrants as described in Note 9. These interim results are not necessarily indicative of the results for any subsequent period or for the fiscal year ending December 31, 2010. Certain information and footnote disclosures normally included in the condensed financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2009 in the Form 8-K, filed with the SEC on April 27, 2010 and the Form 8-K/A, filed with the SEC on May 13, 2010
2.	Summary of Significant Accounting Policies
		●	Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).

The accompanying notes are an integral part of these condensed financial statements

Use of Estimates
	●	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others.
Cash and Cash Equivalents
	●	The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company’s cash management system is integrated within two separate banking institutions.
Fair Value of Financial Instruments
	●	Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities . Fair Value Measurements In January 2010, the Financial Accounting Standards Board (FASB) issued additional disclosure requirements for fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. In addition, significant transfers between Levels 1 and 2 of the fair value hierarchy are required to be disclosed. These additional requirements became effective January 1, 2010 for quarterly and annual reporting. These amendments did not have an impact on the consolidated financial results as this guidance relates only to additional disclosures. In addition, the fair value disclosure amendments also require more detailed disclosures of the changes in Level 3 instruments. These changes will be effective January 1, 2011 and are not expected to have an impact on the consolidated financial results as this guidance only relates to additional disclosures. The Company applies the fair value hierarchy as established by US GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows. o Level 1 – quoted prices in active markets for identical assets or liabilities. o Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. o Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date Management considers all of its derivative liabilities to be Level 3 liabilities. There were no movements between levels during 2010 or 2009. At June 30, 2010 and December 31, 2009 the company had outstanding derivative liabilities of $955,135 and $0.

Kaching Kaching, Inc.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the nine month period ended September 30, 2010

					Common stock				Additional						Total
	Preferred Stock				Par Value $0.0001				Paid-In			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance 12/31/09		-		-		20,794,314	$	2,079	$	98,696		$	(181,312	)	$	(80,537	)

Warrants issued for services										259,805						259,805
Acquisition of the net liabilities of Duke Mining, Inc.						7,500,047		750		-			(256,625	)		(255,875	)
Warrants exercised						21,443,019		2,145		(1,992	)					153
Stock issued in relation to Debt						236,667		24		24,976						25,000

Stock and options for compensation						1,133,333		113		121,402						121,515
Stock based compensation						100,000		10		229,990						230,000
Warrants issued for services										141,396						141,396
NET LOSS													(5,873,908	)		(5,873,908	)
BALANCE 9/30/10						51,207,380	$	5,121	$	874,273		$	(6,311,845	)	$	(5,432,451	)

The accompanying notes are an integral part of these condensed financial statements

Income Taxes
	●	The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.
	●	Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
	●	A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized.
	●	The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.
Revenue Recognition
	●	The Company generates its revenue from (i) the initial Store Licenses sold on for the right to set up and use the Company’s internet website store, (ii) monthly recurring licensing fees from the store owners, and (iii) the sale of products by the webstore owners . The store license allows members to access and present on their individual website the proprietary database that will be stocked with close to two million name brand products. These items range from books, digital cameras, kitchen and bath items and office supplies.
	●	All sources of revenue will be recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.
Stock Based Compensation
	●	The Company accounts for stock based compensation in accordance with FASB Topic 718, “Share Based Payment”.
Concentration of Credit Risk
	●	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2010 the Company did not have any uninsured cash deposits.
Impairment of Long-lived Assets
	●	The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable.

KACHING KACHING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.	Description of Business

●

KaChing KaChing, Inc. (“KaChing or the “Company”) is a Delaware corporation that was previously known as Duke Mining Company, Inc. (“Duke Delaware”). On April 22, 2010, Duke Delaware entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), pursuant to which KaChing Nevada agreed to merge with and into Duke Delaware (the “Merger”), with Duke Delaware being the surviving corporation. In connection with the Merger, Duke Delaware changed its name to “Kaching Kaching, Inc.” (which company is herein referred to as “KaChing,” “we” or the “Company”). The Merger was effected on April 22, 2010. KaChing KaChing is an e-commerce solution that operates a recently introduced web site (www.KaChingKaChing.com) through which it provides individual Web Store Owners with the ability to create, manage and earn money from product sales generated from their individual online web stores. Kaching Kaching leverages social shopping trends by allowing customers to contribute reviews and ratings on each product sold in the store. These reviews are aggregated across Kaching Kaching storefronts. Store Owners subscribe to a monthly license and can sell products from their site and earn commissions.

Although Duke Mining acquired Kaching Nevada in the Merger, for accounting purposes, the Merger was accounted for as a reverse merger/recapitalization since the stockholders of Kaching Nevada acquired a majority of the issued and outstanding shares of this Company’s common stock. Accordingly, the financial statements contained in this report, and the description of our results of operations and financial condition, reflect (i) the operations of Kaching Nevada alone prior to the Merger, and (ii) the combined results of this company and Kaching Nevada and Duke Mining since the Merger.

●

The Company currently maintains its corporate office in Henderson, Nevada.

The condensed financial statements and the notes thereto for the periods ended September 30, 2010 included herein have been prepared by management and are unaudited. Such condensed financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated and in order to make the financial statements not misleading. All such adjustments are of a normal recurring nature except for the recapitalization of the Company with and into KaChing Delaware as more fully disclosed in Note 9 and the bifurcation of embedded derivatives within the secured convertible notes and warrants as described in Note 9. These interim results are not necessarily indicative of the results for any subsequent period or for the fiscal year ending December 31, 2010.

Certain information and footnote disclosures normally included in the condensed financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2009 in the Form 8-K, filed with the SEC on April 27, 2010 and the Form 8-K/A, filed with the SEC on May 13, 2010.

Development Stage
	●	In the second quarter of 2010 the Company exited the development stage as defined by FASC 915-235-50.
Employee Benefits
	●	The Company currently plans to offer employees vacation benefits and a healthcare plan. There were 16 employees at June 30, 2010, two of which are executive officers.

2.	Summary of Significant Accounting Policies

Property, Website and Equipment; Depreciation and Amortization
	●	Property and computer equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to income as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. The initial cost of the website has been capitalized. Once the site is considered operating, future costs to maintain the site will be expensed as incurred. The cost and accumulated depreciation and amortization related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income in the period of disposal.
	●	The Company accounts for web site costs in accordance with FASB Topic 350 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use and FASB Topic 350 “Accounting for Web Site Development Costs”. As a result, costs associated with the web site application and infrastructure development stage are capitalized. Amortization of costs commenced once the web site was ready for its intended use.
	●	For financial reporting purposes, depreciation and amortization is provided on the straight-line method over the estimated useful lives of depreciable assets. Financial reporting provisions for depreciation and amortization are generally based on the following annual rates and estimated useful lives:

●	Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Type of Asset	Rates			Years
Computer and equipment		20% -50	%	2 – 5 years
Website Development Costs		20	%	5 years
Leasehold improvements (or life of lease where applicable)		20% - 50	%	2 – 5 years

Use of Estimates

3.	Going Concern
		●	The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has no history and relatively few sales, no certainty of continuation can be stated.
		●	Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations.

●

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others.

Cash and Cash Equivalents

●	The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company’s cash management system is integrated within two separate banking institutions.

Fair Value of Financial Instruments

●

Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value except as noted below. The carrying value of the current assets and liabilities approximate fair value due to their relatively short maturities. At September 30, 2010 the carrying value of the secured convertible notes differ from their fair values by the amount of unamortized discount of $1,237,458.

Fair Value Measurements

In January 2010, the Financial Accounting Standards Board (FASB) issued additional disclosure requirements for fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. In addition, significant transfers between Levels 1 and 2 of the fair value hierarchy are required to be disclosed. These additional requirements became effective January 1, 2010 for quarterly and annual reporting. These amendments did not have an impact on the consolidated financial results as this guidance relates only to additional disclosures. In addition, the fair value disclosure amendments also require more detailed disclosures of the changes in Level 3 instruments. These changes will be effective January 1, 2011 and are not expected to have an impact on the consolidated financial results as this guidance only relates to additional disclosures.

The Company applies the fair value hierarchy as established by US GAAP. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value as follows.

4.	Property, Website And Computer Equipment
		●	Property and equipment at June 30, 2010 and December 31, 2009 consisted of the following:

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

	June 30, 2010			December 31, 2009
Office and computer equipment	$	64,137		$	87,175
Web site and software		239,355			91,870
Total property, Web site and computer equipment	$	303,492		$	179,045
Less: accumulated depreciation and amortization		(36,660	)		(5,415	)
	$	266,832		$	173,630

o	Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

~~Depreciation~~o ~~and~~Level ~~amortization~~3 ~~expense~~– ~~totaled~~significant ~~$18,392~~unobservable ~~and~~inputs ~~$32,666~~that ~~for~~reflect ~~the~~management’s ~~three~~best ~~months~~estimate ~~and~~of ~~six~~what ~~months~~market ~~endedended~~participants ~~June~~would ~~30,~~use ~~2010,~~to ~~respectively~~price the assets or liabilities at the measurement date.

●Management Inconsiders ~~the~~all ~~second~~of ~~quarter,~~its ~~the~~derivative ~~Company~~liabilities ~~exited~~to ~~office~~be ~~space~~Level it3 ~~had~~liabilities. ~~been~~There ~~subleasing~~were ~~from~~no ~~Beyond~~movements ~~Commerce~~between ~~and~~levels ~~moved~~during ~~into~~2010 ~~new~~or ~~office space~~2009. ~~The~~At ~~Company~~September ~~recorded~~30, a2010 ~~disposition~~and ~~charge~~December ~~for~~31, ~~certain~~2009 ~~improvements to~~ the ~~former~~company ~~space~~had ~~with~~outstanding ~~acquisition~~derivative ~~costs~~liabilities ofincluding ~~$23,039,~~those ~~net~~from ofrelated ~~accumulated~~parties ~~depreciation~~ of $14,~~421~~625,492 and $0.

5.	Other Current Assets
		●	Other current assets consist of the following at June 30, 2010 and December 31, 2009.

Income Taxes

	June 30, 2010		December 31, 2009
Credit Card receipts in transit	$	3,390	$	19,743
Employee Advances		-		5,613
Prepaid expenses		24,736		-
TOTAL	$	28,126	$	25,356

●	The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided.

6.	Other Assets
		●	Other assets consist of the following at June 30, 2010 and December 31, 2009.

●

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

	June 30, 2010		December 31, 2009
Credit Card processor retention	$	15,650	$	11,136
Security and other deposits		21,498		-
TOTAL	$	37,148	$	11,136

●	A valuation allowance has been recorded to fully offset the deferred tax asset as the Company believes it is more likely than not that the assets will not be utilized.

●	The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance.

Revenue Recognition

●

The Company generates its revenue from monthly recurring licensing fees from Web Store Owners in which the amount of the first month license fee is larger than the amount of the subsequent monthly fee, and the sale of products by Web Store Owners. The store license allows Web Store Owners to access and present on their individual website a retail store that currently can offer almost two million name brand products. These items range from books, digital cameras, kitchen and bath items and office supplies.

●	All sources of revenue will be recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured.

7.	Other Current Liabilities
		●	Other current liabilities consist of the following at June 30, 2010 and December 31, 2009.

o	Monthly licensing fees are recognized in the month usage occurs for those deliverables that are renewed on a month to month basis. All services are performed in that month providing accessibility and availability on a stand-alone basis. The services are:

	June 30, 2010		December 31, 2009
Licenses fees – Beyond Commerce, Inc.	$	-	$	12,292
Accrued commissions		9,082		7,272
Expenses paid on behalf of the Company – BeyondCommerce, Inc. (Related Party)		-		187,485
Accrued expenses		6,965		-
Accrued interest		23,741		-
TOTAL	$	39,788	$	207,049

§	Accessibility and availability of customizable web storefront

8.§ ~~Long~~Accessibility ~~Term~~and ~~Debt~~availability –of ~~Notes~~product ~~Payable~~catalog

	as of			Maturity		Interest
	6/30/2010			Date		rate
Harborview Master Fund, L.P.	$	500,000		10/23/2011	secured		10	%
Monarch Capital Fund, Ltd.		500,000		10/23/2011	secured		10	%
sub-total	$	1,000,000
Harborview Master Fund, L.P.		213,375		10/23/2011	secured		10	%
Krieger & Prager, LLP		42,500		10/23/2011	secured		10	%
Notes Payable	$	1,255,875
Less: Discount		(948,781	)
Total Notes Payable	$	307,094

§	Fulfillment operations from the product catalog

●§ OnSales ~~April 23, 2010, we issued secured convertible notes in the aggregate principal amount~~ of ~~$1,255,875~~product and five-year warrants to purchase an aggregate of 3,333,333 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $1,000,000 and the exchange of existing notes payable acquired in the Merger with principal amount of $255,875 in a Private Placement exempt from ~~registration~~individual with the Securities and Exchange Commission. Purchasers that invested in the Private Placement through the exchange of prior obligations did not receive any Investor Warrants under the Securities Purchase Agreement. These Notes are due October 23, 2011, and are convertible, in whole or in part, at each holder’s option, into shares of our common stock at an initial conversion price of $0.30 per share. We may prepay 100%, but not less than 100%, of the Notes upon at least 20 days, but no more than 30 days, prior written notice. Should we, at any time while the Notes or the warrants are outstanding, sell or grant any option to purchase or sell or grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents entitling any party to acquire shares of our common stock at a price per share less than the then existing conversion price of the Notes or exercise price of the warrants, the conversion price of the Notes and the exercise price of the warrants shall be reduced to equal that lower price (See Note 9). We are prohibited from effecting the conversion of the Notes to the extent that as a result of such conversion the holder of the Notes would beneficially owns more than 4.99% in the aggregate of the issued and outstanding shares of our common stock immediately after giving effect to the issuance of shares of our common stock upon the conversion. The Notes provide for interest on the aggregate unconverted and then outstanding principal amount at a rate of 10% interest per annum, payable quarterly in cash or common stock, at our option. If interest is paid in common stock, however, the shares shall be valued at the lower of (i) the conversion price then in effect or (ii) 90% of the average closing bid price for the 10 day period prior to the interest payment date. The Notes are senior indebtedness and the holders of the Notes have a security interest in substantially all of our assets. In connection with the Notes Payable, each of our executive officers, directors and certain beneficial holders of more than 10% of our common stock entered into lock-up agreements pursuant to which they agreed not to sell or otherwise transfer any of their shares of common stock until April 23, 2011, subject to certain limited exemptions.storefronts

The license fee for the first month is larger than the subsequent monthly fee due to the following deliverable also being provided:

§	Ability for web storefront owners to generate commissions from (a) signing up to our service both new paying web store owners and new non-paying web store owners and (b) from selling product from the catalog to end-users on their web storefront

The Company has elected to defer and amortize that portion of the initial month’s fee which exceeds the monthly fee (and corresponding commissions paid) over a three month period. The length of deferral is based on, among other factors, current promotion mix and churn rate of our web store front owners in our Brand Builder program. However, the estimate of the length of deferral is an estimate, and to date has been based on very limited time that our new plan has been in place and is subject to change in the future.

o	Revenue from product sales are recognized upon shipment of products at the gross sales amount as the Company has determined based on the factors below that it acts as a Principal, not an agent:

§	The Company is responsible for vendor selection,

§	The Company determines offered product specifications

§	The Company takes title to the product

§	The Company assumes credit risk for the product,

o	Sales discounts and allowances are recorded at the time product sales are recognized and are offset against sales revenue. Shipping and handling charges are included in revenue at the time of shipment with the corresponding charges incurred included in cost of sales at time of shipment.

All licensing fees are required to be paid to the Company at the beginning of the month, products sales are collected at time of shipment. The Company has a three day cancellation policy for licensing fees during which time the fees will be refunded in full. Product sales come with a limited warranty.

InStock ~~accordance~~Based with a registration rights agreement we entered into in connection with the Private Placement, we agreed to file a registration statement with the SEC to register the re-sale of the shares underlying the Notes and the Warrants within 90 days of issuance. The filing of the registration statement was made within the terms of the Note. However, the registration rights agreement also imposes a cash payment penalty of 1% per month on the investment amount of the respective Note, or $12,558.75, for failure to have the registration statement declared effective within 180 days of the date of the issuance of the respective Notes. Failure to have the registration statement declared effective by Securities and Exchange Commission within the foregoing time period will force the Company to incur the cash payment penalty each month until rectified. There is no maximum cash payment penalty amount that will limit this potential liability. The Company has no reason to believe that the recently filed registration statement will not become effective within the prescribed time frame and, therefore, has not provided for any reserve on its financial statements for this penalty at this time.Compensation

9.	Capital Stock Activity
		●	In 2009 the Board of Directors amended the Company’s Articles of Incorporation to allow for the issuance of two (2) classes of stock designated as Preferred Stock and Common Stock. We are authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2010, there were 51,107,380 shares of our common stock, and no shares of our preferred stock, issued and outstanding. As of June 30, 2010 our authorized capital stock consisted of 500,000,000 shares of common stock, par value $.0001 per share. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
		●	In anticipation of, and prior to, the Merger, Duke Delaware’s board of directors and stockholders approved a 1-for-8.4627 forward stock split (the “Stock Split”). Pursuant to the Stock Split, every one (1) share of issued and outstanding common stock was reclassified into 8.4627 whole post-split shares of common stock. In addition, following the Stock Split, the Merger and the Warrant Exercise, Harborview Master Fund, L.P. (“Harborview”) consented to the cancellation of an aggregate of 74,588,190 shares of common stock then held by Harborview (the “Stock Cancellation”)
		●	On April 22, 2010, Duke Mining Company, Inc., a Delaware corporation (“Duke Delaware”) entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), which provided that KaChing Nevada would merge with and into Duke Delaware (the “Merger”), with Duke Delaware being the surviving corporation and changing its name to “Kaching Kaching, Inc.” (“KaChing,” “we” or the “Company”). The Merger was effective on April 22, 2010, when a certificate of merger was filed in the State of Delaware and an articles of merger was filed in the State of Nevada. In connection with the Merger, each share of KaChing Nevada’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 2.0794314 shares of Duke Delaware’s common stock (the “Exchange Ratio”), and each warrant to purchase KaChing Nevada’s common stock was converted on the same basis into a warrant to purchase KaChing’s common stock. An aggregate of 20,794,314 shares of Duke Delaware’s common stock were issued to the holders of KaChing’s common stock in connection with the Merger and an aggregate of 21,705,686 shares of Duke Delaware’s common stock were reserved for issuance under KaChing Nevada’s outstanding warrants. These warrant shares were subsequently adjusted to 21,443,019 shares of common stock based on sundry cancellations and reissues of stock. Immediately following consummation of the Merger, the holders of the former KaChing Nevada warrants exercised such warrants in full and were issued an aggregate of 21,443,019 shares of common stock of Duke Delaware for contribution of services rendered to the Company (the “Warrant Exercise”).

●	The Company accounts for stock based compensation in accordance with FASB Topic 718, “Share Based Payment”.

Concentration of Credit Risk

●

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2010 the Company did not have any uninsured cash deposits.

Impairment of Long-lived Assets

●

The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable.

Development Stage

●	In the second quarter of 2010 the Company exited the development stage.

Employee Benefits

●	The Company currently plans to offer employees vacation benefits and a healthcare plan. There were 16 employees at September 30, 2010, two of which are executive officers.

~~In February 2010~~Property, ~~the~~Website ~~Company~~and ~~was~~Equipment; ~~advanced~~Depreciation ~~$25,000 in cash from one accredited investor~~ and subsequent to the Merger issued that investor 236,667 shares of common stock. In conjunction with the Merger described above, we entered into employment agreements with certain officers of the Company. Those employment agreements included the issuance of common stock to those officers in the amount of 1,133,333 shares. The shares vested immediately. We recorded compensation expenses of $121,515. Dividends The Company has never declared or paid any dividends. Warrants The following is a summary of the Company’s outstanding common stock purchase warrants:Amortization

Exercise	Outstanding	Issued in	Transferred/	Outstanding
Price	December 31, 2009	2010	Exercised	June 30, 2010
$ 0.001	-	21,443,019	21,443,019	-
$ 0.300	-	3,333,333	-	3,333,333

●

Property and computer equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to income as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. The initial cost of the website has been capitalized. Once the site is considered operating, future costs to maintain the site will be expensed as incurred. The cost and accumulated depreciation and amortization related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income in the period of disposal.

~~Upon~~● ~~incorporation~~The ~~of the~~ Company, itaccounts ~~was the intent of the Company to issue warrants to certain employees and consultants of the Company~~ for ~~their~~web ~~assistance~~site ~~with~~costs ~~starting~~in upaccordance ~~and working~~ with ~~the~~FASB ~~new~~Topic ~~company.~~350 We“Accounting ~~authorized~~ for ~~issuance at~~ the ~~Company’s~~Costs ~~first board~~ of ~~directors~~Computer ~~meeting~~Software inDeveloped ~~February~~or ~~2010~~Obtained ~~warrants~~for toInternal ~~acquire~~Use ~~21,443,019~~and ~~shares~~FASB ofTopic ~~our~~350 ~~common~~“Accounting ~~stock~~for ~~with~~Web anSite ~~exercise~~Development ~~price of $0~~Costs”.~~001~~ ~~per~~As ~~share and~~ a ~~term of 5 years. All of the warrants vested immediately. Because we set the exercise price of the warrants at our common stock’s par value~~result, wecosts ~~valued~~associated ~~those~~with ~~warrants as if we had issued common stock. We calculated~~ the ~~fair~~web ~~value~~site ofapplication ~~our common stock at $0.0259 per share as of the February 2010 issuance. At the time of issuance of the warrants, KaChing Nevada was a wholly owned subsidiary of Beyond Commerce, Inc.~~ and ~~had~~infrastructure nodevelopment ~~publicly~~stage ~~traded~~are ~~stock of its own in which to readily determine the stocks fair value~~capitalized. WeAmortization ~~thus estimated the fair value~~ of ~~KaChing~~costs ~~Nevada~~commenced ~~common~~once ~~stock based off of~~ the ~~enterprise~~web ~~value~~site ~~of Beyond Commerce, Inc., whose common stock~~ was ~~then~~ready publicly traded. 2009 Stock Option Plan- On April 13, 2009, we adopted an equity incentive plan, the 2009 Equity Incentive Plan (the “Equity Plan”), pursuant to which we are authorized to grant options, restricted stock and stock appreciation rights to purchase up to 3,500,000 shares of common stock to our employees, officers, directors, consultants and advisors. The Equity Plan provides for ~~awards~~its ~~of incentive stock options, non-statutory stock options, and rights to acquire restricted stock. Incentive stock options granted under the Equity Plan are~~ intended ~~to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)~~use. Non-statutory stock options granted under the Equity Plan are not intended to qualify as incentive stock options under the Code. As of June 30, 2010, there were 2,366,667 shares of our common stock reserved for issuance pursuant to awards granted under our Equity Plan. As of the same date, there were no awards outstanding under the Equity Plan.

●

For financial reporting purposes, depreciation and amortization is provided on the straight-line method over the estimated useful lives of depreciable assets. Financial reporting provisions for depreciation and amortization are generally based on the following annual rates and estimated useful lives:

Type of Asset	Rates			Years

Computer and equipment		20% -50	%	2 – 5 years
Website Development Costs		20	%	5 years
Leasehold improvements (or life of lease where applicable)		20% - 50	%	2 – 5 years

3.	Going Concern

●

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has no history and nominal sales, no certainty of continuation can be stated.

●

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations.

●	These factors, and our lack of ability to meet our obligations from current operations, and the need to raise additional capital to accomplish our objectives, create a substantial doubt about our ability to continue as a going concern.

Convertible Securities On April 23, 2010, we issued secured convertible notes in the aggregate principal amount of $1,255,875 in exchange for aggregate cash proceeds of $1,000,000 and five-year warrants to purchase an aggregate of 3,333,333 shares of common stock at an initial exercise price of $0.30 per share and the agreement of certain creditors of Duke Delaware agreeing to convert prior obligations of Duke Delaware into Notes (the “Private Placement”). Purchasers that invested in the Private Placement through the conversion of prior obligations did not receive any Investor Warrants under the Securities Purchase Agreement. These Notes are due October 23, 2011, and are convertible, in whole or in part, at each holder’s option, into shares of our common stock at an initial conversion price of $0.30 per share. As such, 4~~,186,250 shares of common stock are issuable under the conversion feature of the notes~~. ~~In accordance with FASB guidance~~Property, ~~related~~Website toAnd ~~the~~Computer valuation of convertible notes and warrants with conversion features and/or exercise features that can reset the conversion and/or exercise price based on future equity transactions, the Company valued the warrants and conversion feature of this note and bifurcated them from the host contract as a derivative by recognizing an additional liability for the fair value assigned to those derivative features of approximately $1,004,439 at inception of the agreement. At June 30, 2010 the value of the derivative was approximately $955,135. The change in the derivative was reported in the statement of operations for the six month period ended June 30, 2010. The company recorded a discount on this note of approximately $1,004,439 related to the value of the warrants, derivative liability and OID to be amortized over the term of the note at an effective rate of 112.15%.Equipment

10.	Commitments and Contingencies
		●	The Company leases certain office space, under operating leases which generally require the Company to pay taxes, insurance and maintenance expenses related to the leased property. On April 26, 2010, the Company entered into a one year lease for approximately 4,000 square feet in Henderson, Nevada which houses its corporate office. The monthly rental for this lease is approximately $6,500.
11.	Significant Customers and Suppliers
		●	The Company derives a significant portion of its revenue from e-commerce based suppliers. This is a very competitive market with many suppliers for the products the Company offers. The Company believes that it can replace any one product line with another supplier without any disruptions in activity.
12.	Segment Reporting
		●	The Company considers itself to be operating in one business segment, the internet sales, e-commerce business. This activity will represent essentially all of the significant revenue generated by the Company.

●	Property and equipment at September 30, 2010 and December 31, 2009 consisted of the following:

	September 30, 2010			December 31, 2009
Office and computer equipment		64,137		$	87,175
Web site and software		469,951			91,870
Total property, Web site and computer equipment		534,088		$	179,045
Less: accumulated depreciation and amortization		(75,767	)		(5,415	)
	$	458,321		$	173,630

Depreciation and amortization expense totaled $39,107 and $71,773 for the three months and nine months ended ended September 30, 2010, respectively.

●	In the second quarter, the Company exited office space it had been subleasing from Beyond Commerce and moved into new office space. The Company recorded a disposition charge for certain improvements to the former space with acquisition costs of $23,038, net of accumulated depreciation of $1,421.

5.	Other Current Assets

●	Other current assets consist of the following at September 30, 2010 and December 31, 2009.

	September 30, 2010		December 31, 2009
Credit Card receipts in transit	$	27,724	$	19,743
Employee Advances		-		5,613
Prepaid expenses		36,760		-
Deferred customer acquisition costs (see Note 7)		51,593		-
TOTAL	$	116,077	$	25,356

13.	Related Parties
		●	Mr. Rhett J. McNulty, the son of Robert J. McNulty, Chairman of KaChing KaChing, Inc., is the managing partner of Linlithgow Holdings, LLC. Linlithgow Holdings, LLC currently owns 19.9 % of this Company and is a family trust of the McNulty family. Mr. McNulty, our Chief Executive Officer has no voting control over the holdings of Linlithgow Holdings and disclaims beneficial ownership of the shares owned by Linlithgow Holdings.
		●	Beyond Commerce, Inc. (BYOC) currently owns approximately 20.8% of this Company. Mr. McNulty, Mr. Noffke and Mr. White are currently officers of this Company and also officers of Beyond Commerce, Inc., and Mr. Williams is also a director of both this Company and Beyond Commerce, Inc. On October 21, 2009, the Company entered into Master License Agreement (“License Agreement”) with Beyond Commerce, Inc. (“BYOC”) pursuant to which we retained BYOC to provide certain back-end and order processing services that we provide to our Web Store Owners on the KaChing website.
14.	Subsequent Events
		●	On July 16, 2010, the Board of Directors authorized an increase to the number of shares of common stock reserved for issuance under the Equity Plan by 6,000,000 to a total of 9,500,000 shares.
		●	On August 10, 2010, we issued secured convertible notes in the aggregate principal amount of $100,000 and five-year warrants to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $100,000 in a Private Placement exempt from registration with the Securities and Exchange Commission
		●	On August 16, 2010, we issued secured convertible notes in the aggregate principal amount of $25,000 and five-year warrants to purchase an aggregate of 25,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $25,000 in a Private Placement exempt from registration with the Securities and Exchange Commission.

6.	Other Assets

15.	Net Loss per Share of Common Stock
		September 30, 2010		December 31, 2009
		●	The Company follows the guidance of FASB Topic 260, "Earnings per Share,". In the accompanying financial statements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. However, shares associated with convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce the net loss per common share). The table below excludes 4,186,250 shares issuable upon the conversion of convertible notes, 3,333,333 shares issuable upon conversion of warrants and 2,366,667 shares issuable upon exercise of vested options issued under the Equity Plan.
Credit Card precessor retention		$	23,276	$	11,136
Security and other deposits			14,241		-
TOTAL		$	37,517	$	11,136

	Three Months			Six Months
	Ended			Ended
	June 30, 2010			June 30, 2010
Numerator - basic and diluted loss per share net loss	$	(659,192	)	$	(1,172,158	)
Net loss available to common stockholders	$	(659,192	)	$	(1,172,158	)
Denominator - basic and diluted loss per share - weighted average common shares outstanding		43,337,625			32,128,244
Basic and diluted earnings per share	$	(0.02	)	$	(0.04	)

●	Other assets consist of the following at September 30, 2010 and December 31, 2009.

7.	Other Current Liabilities

●	Other current liabilities consist of the following at September 30, 2010 and December 31, 2009.

	September 30, 2010		December 31, 2009
Licenses fees – Beyond Commerce, Inc.	$	-	$	12,292
Accrued commissions		68,645		7,272
Accrued expenses		15,586		-
Accrued interest		35,676		-
Advances from Affiliate - Beyond Commerce, Inc.		150,718		187,485
Advances from Affiliate - ABV3		50,983
TOTAL	$	321,607	$	207,049

In accordance with it’s revenue recognition policy, the Company is deferring revenue generated by its web storefront owners who enter into its “Store Owner” (“SO”) and “Super Store Owner” (“SSO”)Brand Builder plans. The Company is currently deferring that revenue over a 90 day period, which has resulted in the Company including $51,593 as deferred revenue, which will be amortized to revenue over the following quarter. In connection with the deferral of revenue, the Company has deferred certain commissions paid to people in its Brand Builder plan who referred in the new SO and SSO customers. The Company is deferring those customer acquisition costs over the same period (see Note 5). During the start up period of the Brand Builder plan, the Company offered a special promotion on its commission payouts, such that during the period ended September 30, 2010, the Company paid a commission equal to 100% of the revenue generated by the signing up of the new SO & SSO customers. This promotion will end in the period ended December 31, 2010.

8.	Short Term Debt – Notes Payable

		as of		Maturity	Conversion	Interest
		9/30/2010		Date	Date	rate
Harborview Master Fund, L.P.	(a)	$	100,000	11/9/2010	secured	10%
Harborview Master Fund, L.P.	(b)		25,000	11/16/2010	secured	10%
Harborview Master Fund, L.P.	(c)		150,000	12/8/2010	secured	10%
sub-total		$	275,000
Brio Capital	(d)	$	100,000	2/12/2011	secured	12%
Templeton	(e)		10,000	3/14/2011	secured	12%
Notes Payable			385,000
Less: Discount			(384,315)
Total Notes Payable		$	685

●

(a) On August 10, 2010, we issued secured convertible notes in the aggregate principal amount of $100,000 and five-year warrants to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $100,000 in a Private Placement exempt from registration with the Securities and Exchange Commission

●

(b) On August 16, 2010, we issued secured convertible notes in the aggregate principal amount of $25,000 and five-year warrants to purchase an aggregate of 25,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $25,000 in a Private Placement exempt from registration with the Securities and Exchange Commission

●

(c) On August 18, 2010, we issued secured convertible notes in the aggregate principal amount of $100,000 and five-year warrants to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $100,000 in a Private Placement exempt from registration with the Securities and Exchange Commission. In addition, the Company issued 50,000 shares of common stock to the lender for services rendered.

●

(d) On September 8, 2010, we issued secured convertible notes in the aggregate principal amount of $150,000 and five-year warrants to purchase an aggregate of 150,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $150,000 in a Private Placement exempt from registration with the Securities and Exchange Commission

●

(e) On September 22, 2010, we issued secured convertible notes in the aggregate principal amount of $10,000 and three-year warrants to purchase an aggregate of 3,333 shares of common stock at an initial exercise price of $1.50 per share in exchange for aggregate cash proceeds of $10,000 in a Private Placement exempt from registration with the Securities and Exchange Commission

●	The above referenced notes contain essentially the same terms and conditions as the notes described in Note 9.

9.	Long Term Debt – Notes Payable

	as of			Maturity		Interest
	9/30/2010			Date		rate
Harborview Master Fund, L.P.	$	500,000		10/23/2011	secured		10	%
Monarch Capital Fund, Ltd.		500,000		10/23/2011	secured		10	%
sub-total	$	1,000,000
Harborview Master Fund, L.P.		213,375		10/23/2011	secured		10	%
Krieger & Prager, LLP		42,500		10/23/2011	secured		10	%
Notes Payable	$	1,255,875
Less: Discount		(853,143	)
Total Notes Payable	$	402,732

●

On April 23, 2010, we issued secured convertible notes in the aggregate principal amount of $1,255,875 and five-year warrants to purchase an aggregate of 3,333,333 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $1,000,000 and the exchange of existing notes payable acquired in the Merger with principal amount of $255,875 in a Private Placement exempt from registration with the Securities and Exchange Commission. Purchasers that invested in the Private Placement through the exchange of prior obligations did not receive any Investor Warrants under the Securities Purchase Agreement. These Notes are due October 23, 2011, and are convertible, in whole or in part, at each holder’s option, into shares of our common stock at an initial conversion price of $0.30 per share. We may prepay 100%, but not less than 100%, of the Notes upon at least 20 days, but no more than 30 days, prior written notice. Should we, at any time while the Notes or the warrants are outstanding, sell or grant any option to purchase or sell or grant any right to re-price, or otherwise dispose of or issue any common stock or common stock equivalents entitling any party to acquire shares of our common stock at a price per share less than the then existing conversion price of the Notes or exercise price of the warrants, the conversion price of the Notes and the exercise price of the warrants shall be reduced to equal that lower price (See Note 9). We are prohibited from effecting the conversion of the Notes to the extent that as a result of such conversion the holder of the Notes would beneficially owns more than 4.99% in the aggregate of the issued and outstanding shares of our common stock immediately after giving effect to the issuance of shares of our common stock upon the conversion. The Notes provide for interest on the aggregate unconverted and then outstanding principal amount at a rate of 10% interest per annum, payable quarterly in cash or common stock, at our option. If interest is paid in common stock, however, the shares shall be valued at the lower of (i) the conversion price then in effect or (ii) 90% of the average closing bid price for the 10 day period prior to the interest payment date. The Notes are senior indebtedness and the holders of the Notes have a security interest in substantially all of our assets. In connection with the Notes Payable, each of our executive officers, directors and certain beneficial holders of more than 10% of our common stock entered into lock-up agreements pursuant to which they agreed not to sell or otherwise transfer any of their shares of common stock until April 23, 2011, subject to certain limited exemptions.

In accordance with a registration rights agreement we entered into in connection with the Private Placement, we agreed to file a registration statement with the SEC to register the re-sale of the shares underlying the Notes and the Warrants within 90 days of issuance. The filing of the registration statement was made within the terms of the Note. However, the registration rights agreement also imposes a cash payment penalty of 1% per month on the investment amount of the respective Note, or $12,558.75, for failure to have the registration statement declared effective within 180 days of the date of the issuance of the respective Notes. Failure to have the registration statement declared effective by Securities and Exchange Commission within the foregoing time period will force the Company to incur the cash payment penalty each month until rectified. There is no maximum cash payment penalty amount that will limit this potential liability. As of September 30, 2010, the registration statement had not been declared effective. However, the 180 day period had not expired. Accordingly the Company has not provided for any reserve on its financial statements for this penalty at this time. See, Note 15, “Subsequent Events.

10.	Capital Stock Activity

●

In 2009 the Board of Directors amended the Company’s Articles of Incorporation to allow for the issuance of two (2) classes of stock designated as Preferred Stock and Common Stock. We are authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2010, there were 51,207,380 shares of our common stock, and no shares of our preferred stock, issued and outstanding. As of September 30, 2010 our authorized capital stock consisted of 500,000,000 shares of common stock, par value $.0001 per share.

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

●

In anticipation of, and prior to, the Merger, Duke Delaware’s board of directors and stockholders approved a 1-for-8.4627 forward stock split (the “Stock Split”). Pursuant to the Stock Split, every one (1) share of issued and outstanding common stock was reclassified into 8.4627 whole post-split shares of common stock. In addition, following the Stock Split, the Merger and the Warrant Exercise, Harborview Master Fund, L.P. (“Harborview”) consented to the cancellation of an aggregate of 74,588,190 shares of common stock then held by Harborview (the “Stock Cancellation”)

●

On April 22, 2010, Duke Mining Company, Inc., a Delaware corporation (“Duke Delaware”) entered into an Agreement and Plan of Merger (the “Reorganization Agreement”), with KaChing KaChing, Inc., a Nevada corporation (“KaChing Nevada”), which provided that KaChing Nevada would merge with and into Duke Delaware (the “Merger”), with Duke Delaware being the surviving corporation and changing its name to “Kaching Kaching, Inc.” (“KaChing,” “we” or the “Company”). The Merger was effective on April 22, 2010, when a certificate of merger was filed in the State of Delaware and an articles of merger was filed in the State of Nevada. In connection with the Merger, each share of KaChing Nevada’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 2.0794314 shares of Duke Delaware’s common stock (the “Exchange Ratio”), and each warrant to purchase KaChing Nevada’s common stock was converted on the same basis into a warrant to purchase KaChing’s common stock. An aggregate of 20,794,314 shares of Duke Delaware’s common stock were issued to the holders of KaChing’s common stock in connection with the Merger and an aggregate of 21,705,686 shares of Duke Delaware’s common stock were reserved for issuance under KaChing Nevada’s outstanding warrants. These warrant shares were subsequently adjusted to 21,443,019 shares of common stock based on sundry cancellations and reissues of stock. Immediately following consummation of the Merger, the holders of the former KaChing Nevada warrants exercised such warrants in full and were issued an aggregate of 21,443,019 shares of common stock of Duke Delaware for contribution of services rendered to the Company (the “Warrant Exercise”).

In February 2010, the Company was advanced $25,000 in cash from one accredited investor and subsequent to the Merger issued those investor 236,667 shares of common stock.

In conjunction with the Merger described above, we entered into employment agreements with certain officers of the Company. Those employment agreements included the issuance of 1,133,333 shares of our common stock. The Company valued these shares at $0.30 per share.

Dividends

The Company has never declared or paid any dividends.

Warrants

The following is a summary of the Company’s outstanding common stock purchase warrants:


Exercise		Outstanding		Issued in		Transferred/		Outstanding
Price		December 31, 2009		2010		Exercised		September 30, 2010
$	0.001		-		21,443,019		21,443,019		-
$	0.30		-		3,708,333		-		3,708,333
$	0.75		-		3,333		-		3,333

Total			-		25,154,685		21,443,019		3,711,666

Upon incorporation of the Company, it was the intent of the Company to issue warrants to certain employees and consultants of the Company for their assistance with starting up and working with the new company. We authorized for issuance at the Company’s first board of directors meeting in February 2010 warrants to acquire 21,443,019 shares of our common stock with an exercise price of $0.001 per share and a term of 5 years. All of the warrants vested immediately.

Because we set the exercise price of the warrants at our common stock’s par value, we valued those warrants as if we had issued common stock. We calculated the fair value of our common stock at $0.0259 per share as of the February 2010 issuance. At the time of issuance of the warrants, KaChing Nevada was a wholly owned subsidiary of Beyond Commerce, Inc. and had no publicly traded stock of its own in which to readily determine the stock’s fair value. We thus estimated the fair value of KaChing Nevada common stock based off of the enterprise value of Beyond Commerce, Inc., whose common stock was then publicly traded.

2009 Stock Option Plan-

On April 13, 2009, we adopted an equity incentive plan, the 2009 Equity Incentive Plan (the “Equity Plan”), pursuant to which we are authorized to grant options, restricted stock and stock appreciation rights to purchase up to 3,500,000 shares of common stock to our employees, officers, directors, consultants and advisors. The Equity Plan provides for awards of incentive stock options, non-statutory stock options, and rights to acquire restricted stock. Incentive stock options granted under the Equity Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Non-statutory stock options granted under the Equity Plan are not intended to qualify as incentive stock options under the Code.

On July 16, 2010, the Board of Directors authorized an increase to the number of shares of common stock reserved under the plan by 6,000,000 to a total of 9,500,000 shares of common stock issuable under the Equity Plan.

As of September 30, 2010, there were 8,366,667 shares of our common stock reserved for issuance pursuant to awards to be granted under our Equity Plan. As of the same date, there were no awards outstanding under the Equity Plan.

Convertible Securities

On April 23, 2010, we issued secured convertible notes in the aggregate principal amount of $1,255,875 in exchange for aggregate cash proceeds of $1,000,000 and five-year warrants to purchase an aggregate of 3,333,333 shares of common stock at an initial exercise price of $0.30 per share and the agreement of certain creditors of Duke Delaware agreeing to convert prior obligations of Duke Delaware into Notes (the “Private Placement”). Purchasers that invested in the Private Placement through the conversion of prior obligations did not receive any Investor Warrants under the Securities Purchase Agreement. These Notes are due October 23, 2011, and are convertible, in whole or in part, at each holder’s option, into shares of our common stock at an initial conversion price of $0.30 per share. As such, 4,186,250 shares of common stock are issuable under the conversion feature of the notes.

During the three month period ended September 30, 2010 we issued secured convertible notes in the aggregate principal amount of $385,000 in exchange for aggregate cash proceeds of $385,000 and five-year warrants to purchase an aggregate of 375,000 shares of common stock at an initial exercise price of $0.30 per share and 3 year warrants to purchase an aggregate 3,333 shares of common stock at an initial exercise price of $1.50. These Notes are due between November 9, 2010 and March 14, 2011, and are convertible, in whole or in part, at each holder’s option, into 375,000 shares of our common stock at an initial conversion price of $0.30 per share and 10,000 shares of our common stock at an initial conversion price of $0.75. As such, 385,000 shares of common stock are issuable under the conversion feature of the notes (see Note 8).

The Company has certain convertible notes and warrants with conversion features and/or exercise features that can reset the conversion and/or exercise price based on future equity transactions. The Company valued the warrants and conversion feature of this note and bifurcated them from the host contract as a derivative by recognizing an additional liability for the fair value assigned to those derivative features of approximately $1,004,439 at inception of the agreements. At September 30, 2010 the value of the derivative was approximately $4,625,492. The change in the derivative was reported in the statement of operations for the nine month period ended September 30, 2010. The company recorded discounts on the notes of approximately $1,389,439 related to the value of the warrants, derivative liability to be amortized over the term of the notes at effective rates ranging between 112% and 4088%. The portion of derivative liability that is classified as short term pertains to the short term debt. The remaining long term portion relates to long term debt and warrants.

The Company used a modified binomial pricing model to value the conversion feature and warrants. The modification to the binomial model incorporated variables to (a) account for the probability of future equity issuances below the current base conversion price of the secured convertible notes and the exercise price of the warrants (b) minimum expected time when the Company might issue such additional securities and (c) absolute minimum expected issuance value. These modifications resulted in a multi-layered lattice model.

The following table presents the significant assumptions used in the binomial model:

	Inception (April 22, 2010)	Inception (Various Q3, 2010)	September 30, 2010

Fair value of the common stock	$0.30	$0.75	$0.75
Volatility	70%	70%	70%
Risk free rate (secured conv note/warrant)	0.80%/2.60%	0.20%/1.4%	0.20%
Term (secured conv note/warrant)	1.5 years/ 5 years	(Average) 0.25 years/5 years	(Average) 0.45 years/ 4.81 years
Probability range of future issuances below base	0% through 100%	0% through 100%	0% through 100%
Range of future minimum issuance price	$0.30 to $0.0001	$0.30 to $0.0001	$0.30 to $0.0001

11.	Commitments and Contingencies

●

The Company leases certain office space, under operating leases which generally require the Company to pay taxes, insurance and maintenance expenses related to the leased property. On April 26, 2010, the Company entered into a one year lease for approximately 4,000 square feet in Henderson, Nevada which houses its corporate office. The monthly rental for this lease is approximately $6,500.

12.	Significant Customers and Suppliers

●

The Company expects to derive a significant portion of its revenue from e-commerce based suppliers. This is a very competitive market with many suppliers for the products the Company offers. The Company believes that it can replace any one product line with another supplier without any disruptions in activity.

13.	Segment Reporting

●	The Company considers itself to be operating in one business segment, the internet sales, e-commerce business. This activity will represent essentially all of the significant revenue generated by the Company.

14.	Related Parties

●

Mr. Rhett J. McNulty, the son of Robert J. McNulty Chairman of KaChing KaChing, Inc., is the managing partner of Linlithgow Holdings, LLC. Linlithgow Holdings, LLC currently owns 19.9 % of this Company and is a family trust of the McNulty family. Mr. McNulty, our Chief Executive Officer has no voting control over the holdings of Linlithgow Holdings and disclaims beneficial ownership of the shares owned by Linlithgow Holdings.

●

Beyond Commerce, Inc. (BYOC) currently owns approximately 20.65% of this Company. Mr. McNulty, Mr. Noffke and Mr. White are currently officers of this Company and also officers of Beyond Commerce, Inc., and Mr. Williams is also a director of both this Company and Beyond Commerce, Inc. On October 21, 2009, the Company entered into Master License Agreement (“License Agreement”) with Beyond Commerce, Inc. (“BYOC”) pursuant to which we retained BYOC to provide certain back-end and order processing services that we provide to our Web Store Owners on the KaChing website.

Pursuant to the License Agreement, the Company is required to pay to BYOC five percent (5%) of the aggregate gross sales from all Web Stores during the prior month in which BYOC provided such back-end and order processing services. Commencing with the first anniversary of the License Agreement, the percentage of the aggregate gross sales payable to BYOC will be increased to seven percent (7%). The License Agreement has a term of five years.

We currently are operating under an informal, temporary modification of the terms of the Master License Agreement. During the past few months, BYOC has permitted its employees who were providing services to us under that Master License Agreement to work directly for us and to be paid by us. Since BYOC has not been paying these employees, we have agreed with BYOC to suspend the monthly fee that we are required to pay BYOC. We anticipate that this informal, temporary arrangement will continue through the end of the current calendar year, at which time we may opt to extend term of this informal arrangement or renegotiate the terms of the Master License Agreement with BYOC. Prior to the suspension of the Master License Agreement the Company paid $0 and $14,266 for the three and nine month periods ended September 30, 2010 under the Agreement.

15.	Subsequent Events

●	On October 1, 2010, we issued 104,657 shares of our common stock in payment of $31,398 in interest accrued for the quarter ended September 30, 2010 pursuant to the Convertible Secured Notes dated April 23, 2010 (see note 9).

●

On October 4, 2010, we issued a secured convertible note in the aggregate principal amount of $100,000 and five-year warrants to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $100,000 to one existing stockholder of the Company in a Private Placement exempt from registration with the Securities and Exchange Commission.

●	On October 7, 2010, we issued 50,000 shares of our common stock for compensation related to consulting services.

●

On October 18, 2010, we issued a secured convertible note in the aggregate principal amount of $100,000 and five-year warrants to purchase an aggregate of 100,000 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $100,000 to one existing stockholder of the Company in a Private Placement exempt from registration with the Securities and Exchange Commission.

●

On October 27, 2010, we issued a secured convertible note in the aggregate principal amount of $50,000 and five-year warrants to purchase an aggregate of 83,334 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $50,000 to one existing stockholder of the Company in a Private Placement exempt from registration with the Securities and Exchange Commission.

●	On October 27, 2010, we issued 200,000 shares of our common stock for compensation related to consulting services.

●

On November 1, 2010, we issued a secured convertible note in the aggregate principal amount of $50,000 and five-year warrants to purchase an aggregate of 83,333 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $50,000 to one existing stockholder of the Company in a Private Placement exempt from registration with the Securities and Exchange Commission.

●

On November 3, 2010, we issued a secured convertible note in the aggregate principal amount of $50,000 and five-year warrants to purchase an aggregate of 83,333 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $50,000 in a Private Placement exempt from registration with the Securities and Exchange Commission.

●

Certain convertible notes of the Company entered into on April 22, 2010 required the filing and effectiveness of a registration statement no later than six months after that date. Should the registration statement not be declared effective the Company would be subject to penalties of 1% per month of the principal amount of the note ($12,559 per month). In November the Company was granted a three month extension on the effective date requirement. The Company believes it will meet the requirement within the extension period.

●	On November 8, 2010 the $100k Convertible Note due on November 9, 2010 was amended in that the maturity date of the note was extended to January 27, 2011.

●	On November 15, 2010 three notes totaling $225,000 with maturity dates ranging from November 11, 2010 to December 8, 2010 were amended in that the maturity dates of said notes is now January 27, 2011.

●

On November 15, 2010 the Company entered into an Asset Purchase Agreement (the “Agreement”) with ShopToEarth, Inc., a Nevada corporation (“STE”) and a direct sales affiliate e-commerce online retailer. Under the Agreement, the Company agreed to issue 2,231,295 shares of its common stock (1,231,295 to be distributed immediately and 1,000,000 to be held in escrow for release in equal installments beginning on the 7th month anniversary of the Agreement and continuing until the 12th month anniversary upon the completion of certain goals) for certain selected assets, which includes intellectual property, trademarks, marketing materials, and sales representatives relating to STE’s business. The Company is assuming a nominal amount of liabilities, limited to what is specially defined in the Agreement.

Certain disclosures regarding the value of assets acquired and liabilities assumed, including any goodwill are not yet determinable as the initial accounting has not been completed yet. Additionally the initial accounting related to historical revenues and expenses is not yet complete.

16.	Net Loss per Share of Common Stock

●

The Company has adopted FASB Topic 260, "Earnings per Share," which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. However, shares associated with convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce the net loss per common share).

●	The table below excludes 5,469,583 shares issuable upon the conversion of convertible notes, 3,821,666 shares issuable upon conversion of warrants and 8,366,667 shares issuable upon exercise of vested options issuable under the Equity Plan as they would be anti-dilutive.

	Three Months			Nine Months
	Ended			Ended
	September 30, 2010			September 30, 2010

Numerator - basic and diluted loss per share net loss	$	(4,701,750	)	$	(5,873,908	)

Net loss available to common stockholders	$	(4,701,750	)	$	(5,873,908	)

Denominator - basic and diluted loss per share - weighted average common shares outstanding		51,131,036			36,866,870

Basic and diluted earnings per share	$	(0.09	)	$	(0.16	)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

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 Report. 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 under “Risk Factors” and elsewhere in this Report.

Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. Shareholders and potential shareholders should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Report. Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following:

● unanticipated fluctuations in the number of licenses sold to Web Store Owners;

● unanticipated changes in our cost of operations and in the availability of financing to fund our operations;

● decreased demand for products sold on Web Stores;

● product and services announcements by us or our competitors;

● loss of any of our key executives;

● regulatory announcements, proceedings or changes;

● competitive product developments;

● unfavorable intellectual property and legal developments;

● mergers or strategic alliances in the Internet and e-commerce sectors ;

● any business combination we may propose or complete;

● any financing transactions we may propose or complete; or

● broader industry and market trends unrelated to ~~its~~our performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

~~Plan~~Unless stated otherwise, references in this prospectus to the terms “KaChing,” the “Company,” “we,” “us,” or “our” refer to the ongoing operations of ~~Operation~~KaChing KaChing, Inc., a Delaware corporation, formerly known as Duke Mining Company, Inc; “KaChing Nevada” refers to KaChing KaChing, Inc., the Nevada corporation with which we merged and whose operations we currently conduct.

KaChing commenced operations in September 2009. The Company currently maintains its corporate office in Henderson, Nevada. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until, if ever, adequate revenues are realized from operations.Business

KaChing Nevada commenced operations in September 2009. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until, if ever, adequate revenues are realized by KaChing Nevada from operations, and to rapidly increase the number of active Web Stores in operation.

KaChing is an e-commerce solution that provides individual Store Owners with the ability to create, manage and earn money from product sales generated from their individual online web stores. KaChing leverages today’s social shopping trends by allowing customers to contribute reviews and ratings on each product sold in the store. These reviews are aggregated across KaChing storefronts. Store Owners subscribe to a monthly license and can sell products from their site and earn commissions. The goal of this company is to generate revenues primarily from license fees, website advertising and from a percentage of all E-commerce transactions effected through KaChing web stores.

16The following is Management’s Discussion and Analysis of the result from operations for the three months ended September 30, 2010 compared against the three month period ended June 30, 2010. The Company has not presented a comparison against the three and nine month period ended September 30, 2009 as the inception date of the Company was September 17, 2009, and the Company had very little activity in the 13 days it was in existence during that period, which would make any comparison not meaningful.

Results of Operations — Revenues

We generate revenues from ~~(i)~~ the ~~sale~~monthly oflicense ~~licenses~~fees topaid by the Web Store Owners, ~~(ii)~~in which the ~~monthly~~amount of the initial month license ~~fees~~fee ~~paid~~is bylarger than the ~~Web~~amount ~~Store~~of ~~Owners~~each subsequent monthly license fee, and ~~(iii)~~ revenues from products sold on the Web Stores. For the three-month period ended ~~June~~September 30, 2010, we had revenues of $~~100~~356,~~667~~983, of which $344,214 was for licenses and $12,769 for product sales compared to revenues from ~~sales~~licenses of $~~177~~100,~~243~~667 for the ~~first~~previous three months of(and ~~this~~no ~~year~~product sales). Since this Company was formed in September 2009, it did not conduct operations in the comparable periods in 2009. In August 2010, we launched our fully functional online platform that was able to effect large scale online sales through the Web Stores. Our revenues for the ~~June~~September 30, 2010 period ~~declined~~increased compared with revenues for the prior three-month period ~~because~~as ~~fewer~~more new Web Stores were opened following our August 2010 platform launch, and as sales of products at the existing Web Stores ~~did~~began ~~not~~to materialize asthrough wethe ~~had~~functional ~~expected~~online platform. WeConcurrently ~~have~~with ~~now~~the ~~finalized~~launch ~~our~~of ~~Web~~the ~~Store~~fully ~~commission~~functional ~~plan~~online ~~and~~platform, ~~are~~we ~~now~~launched ~~promoting~~a ~~this~~campaign ~~portion~~to increase the number of ~~our~~Web ~~business~~Store ~~model~~owners to(thereby ~~increase~~increasing ~~their~~our ~~marketing~~licensing fees and ~~selling~~possible ~~efforts~~future online sales proceeds).

~~Cost of Goods Sold~~24

~~The~~Cost Company pays commissions to various sales representatives for sales generated and to Web Store Owners for sales made through their Web Stores. For the three-month period ended June 30, 2010, we had commission expense of $37,106, compared to $115,015 for the first three months of this year. This reflects the decrease in both the number of new Web Stores opened and in the amount of products sold through those Web Stores .Revenues

The Company pays commissions to (i) existing Web Store Owners who successfully enlist people or entities to become new Web Store Owners in the category who pay monthly license fees and to (ii) Web Store Owners for product sales made through their Web Stores. Cost of goods sold for the three and nine month periods ending September 30, 2010 are as follows:

	Three month period ended		Nine month period ended
	September 30, 2010		September 30, 2010
Commissions - licenses	$	309,884	$	462,005
Commissions - product		577		577
Purchases - product		17,913		17,913
Total	$	328,374	$	480,495

Cost of goods sold for the three month period ended September 30, 2010 increased $291,269 to $328,374 from $37,105 in the previous three months due to the new Web Stores opened and the start of products being sold through those Web Stores.

During the 3 months ended September 30, 2010, as part of the rollout of our new Brand Builder plan, we offered to our new store owners a significantly higher commission rate for introducing new customers to us. The commission rate incentive was started on August 1, 2010 and was effective through October 31, 2010. Thus, the commission rate incurred for the three month period ended September 30, 2010 was significantly higher as a percentage of license revenue than had we not had a temporary incentive. In the future under our standard commission structure, depending on the mix of license revenues, we expect our commission incurred rate to decrease from these rollout period levels.

Operating Expenses

Selling, general and administrative expenses (SG&A), including related party expenditures, for the three and nine month ~~period~~periods ending ~~June~~September 30, 2010 were $~~508~~1,~~763~~257,924 ~~compared~~and to $~~543~~2,~~504 for the first three months of the year~~310,191 respectively. During the 3 months ended ~~June~~September 30, 2010 the Company recorded an expense of $~~119~~230,000 for stock issued to ~~the~~consultants ~~officers~~for ~~pursuant~~services toperformed. Advertising ~~their~~and ~~employment~~marketing ~~agreements~~expenses ~~for~~increased ~~deferred~~$319,647 which included compensation~~. Our~~ ~~SG&A~~of ~~expenses~~approximately ~~are~~$141,000 ~~expected~~for tothe ~~increase~~value ~~during~~of warrants issued for the ~~fiscal~~three ~~year~~months ~~ending~~ended ~~December~~September 3130, 2010 asover wethe ~~increase~~three ~~our~~months ~~operations,~~ended ~~increase~~June ~~advertising~~30, ~~and hire employees~~2010. Professional fees for the three month period ended ~~June~~September 30, 2010 was $~~136~~12,~~257~~900 ~~compared~~and tothe ~~$17,416~~nine ~~for~~month ~~the~~period ~~first~~ended ~~three~~September ~~months~~30, of2010 ~~the~~was ~~year~~$166,573. ~~The~~Professional ~~Company~~expenses ~~incurred~~include ~~one-time~~legal ~~non-recurring~~and ~~legal~~accounting ~~fees~~services. Payroll ofand ~~$59~~related costs,~~000~~ ~~for~~including ~~merger~~stock ~~related~~based ~~expenses~~compensation were $321,921 during the ~~three~~quarter ~~months~~ ended ~~June~~September 30, 2010, a reduction of approximately $54,000 from the previous quarter. ~~Professional~~ The ~~expenses~~reduction ~~include~~was ITprimarily ~~consulting~~the ~~and~~result ~~legal~~of ~~and~~the ~~accounting~~Company ~~services~~not having any stock based compensation in this current quarter.

Our SG&A expenses are expected to continue increasing during the quarter ending December 31, 2010 as we increase our operations, increase advertising, and hire employees.

Interest Expense

Interest expenses increased to $135,071 and $222,098 for the three and nine month periods ended September 30, 2010 due to the increased amount of convertible notes issued by the Company to fund its operations. Because the Company has issued additional convertible notes since the end of the third quarter, the amount of interest payable by the Company in future periods is expected to increase.

Expense Related to Derivative Liability

Due to having warrants and convertible debt with reset/down round provisions we have a derivative liability which gets marked to fair value each reporting period. We recorded $3,285,357 and $3,236,053 of expenses for the three and nine month periods ended September 30, 2010, respectively.

Net Loss

Our Net Loss for the three- and ~~six~~nine- month periods ending ~~June~~September 30, 2010 was $~~659~~4,~~192~~701,750 and $15,~~172~~873,~~158~~908, respectively. Compared to the ~~first~~second quarter of 2010, our Net Loss increased ~~by $146,225~~ due to aan ~~decrease~~increase in ~~revenues~~operating expenses and anexpenses ~~increase~~related into ~~operating~~derivative ~~expenses~~liabilities.

Liquidity and Capital Resources

As shown in the accompanying consolidated financial statements, we incurred a loss of $~~659~~4,~~192~~701,750 for three month period ended ~~June~~September 30, 2010 and a net loss of $15,~~172~~873,~~158~~908 for the ~~six~~nine months then ended. Our current liabilities exceeded current assets by $~~143~~1,~~847~~736,470 at ~~June~~September 30, 2010, and we had virtually no cash on hand from which to pay our current obligations. In addition, our negative cash flow from operating activities for the ~~six~~nine month period ended ~~June~~September 30, 2010 was $~~759~~1,~~409~~031,851.

WeIn ~~currently~~order ~~do not have sufficient funds on hand~~ to fund our ~~anticipated~~ on-going ~~operating~~operations, ~~expenses.~~since WeSeptember ~~do not have any bank credit lines. Accordingly~~30, we will have to obtain additional debt or equity funding in the near future in order to continue our operations. Although the amount of revenues generated from our operations is expected to increase during the remainder of 2010, we dohave ~~not~~borrowed ~~anticipate~~a ~~that~~total ~~we will generate sufficient cash from operations to fund our working capital needs until the latter part~~ of ~~the second half of 2010~~$350,000 atby ~~the~~issuing ~~earliest.~~short-term ~~Accordingly~~secured ~~to fund operations for the next twelve months, we intend to continue to seek additional financing from various sources, including from the sale of~~ convertible ~~debt~~notes ~~or equity securities. We have not yet identified,~~ and ~~cannot~~warrants ~~be sure that we will be able~~ to ~~obtain~~four ~~any additional funding from either of these sources, or that the terms under which we may be able to obtain such funding will be beneficial to us~~lenders.. These Ifnotes webear dointerest ~~not~~at ~~obtain~~10% ~~sufficient~~per ~~additional~~annum ~~funds~~and inare ~~the~~all ~~near~~due ~~future,~~and wepayable ~~will~~between ~~have~~November ~~to suspend some of our operations~~11, ~~scale~~2010 ~~down our current~~ and ~~proposed~~January ~~future operations or~~27, ~~if those actions are not sufficient, terminate our operations~~2011.

17We currently do not have sufficient funds on hand to fund our anticipated on-going operating expenses or the repayment of any of the loans that we have outstanding. Our current level of operations is not sufficient to fund our operating costs. Accordingly, we will have to obtain additional debt or equity funding in the near future in order to continue our operations. Although the amount of revenues generated from our operations is expected to increase during the remainder of 2010 and thereafter, we do not anticipate that we will generate sufficient cash from operations to fund our working capital needs until February 2011, at the earliest. Accordingly in order to fund operations for the next several months, we intend to continue to seek additional financing from various sources, including from the sale of convertible debt or equity securities. We have not yet identified, and cannot be sure that we will be able to obtain any additional funding from either of these sources, or that the terms under which we may be able to obtain such funding will be beneficial to us.. If we do not obtain sufficient additional funds in the near future, we will have to suspend some of our operations, scale down our current and proposed future operations or, if those actions are not sufficient, terminate our operations.

To date, we have funded our operating expenses from the net proceeds of a private placement that we closed on April 23, 2010. In that private placement, we issued secured convertible promissory notes in the aggregate principal amount of $1,255,875 (the “Notes”). Of this amount, $255,875 represented secured convertible promissory notes we issued to certain creditors as payment for obligations owed to them from Ka Ching Delaware. Accordingly, the amount of cash proceeds that we actually received from the sale of these notes was $1,000,000. The Notes mature on October 23, 2011, and are convertible, in whole or part, at each holder’s option into shares of our common stock at an initial conversion price of $0.30 per share. We may prepay all of the Notes (but not less than all of the Notes) upon at least 20 days (but no more than 30 days) prior written notice. The Notes bear interest on the aggregate outstanding principal amount at a rate of 10% interest per annum, payable quarterly in cash or common stock, at our option. If interest is paid in common stock, however, the shares shall be valued at the lower of (i) the conversion price then in effect or (ii) 90% of the average closing bid price for the 10-day period prior to the interest payment date. The Notes represent senior indebtedness of the Company and the holders of the Notes have a security interest in all of our assets. Accordingly, in the event that we are unable to make all payments on these Notes as they become due, we could lose all of our assets in a foreclosure by the holders of the Notes.26

Until the third quarter of this year, we funded our operating expenses from the net proceeds of a private placement that we closed on April 23, 2010. In that private placement, we issued secured convertible promissory notes in the aggregate principal amount of $1,255,875 (the “Notes”). Of this amount, $255,875 represented secured convertible promissory notes we issued to certain creditors as payment for obligations owed to them from KaChing Delaware. Accordingly, the amount of cash proceeds that we actually received from the sale of these notes was $1,000,000. The Notes mature on October 23, 2011, and are convertible, in whole or part, at each holder’s option into shares of our common stock at an initial conversion price of $0.30 per share. Accordingly, in the event that we are unable to make all payments on these Notes as they become due, we could lose all of our assets in a foreclosure by the holders of the Notes.

Although we raised almost $1.0 million of cash in the Private Placement in April 2010, $385,000 during the quarter ended September 30, 2010, and $350,000 since then, those funds have been used to fund our operations to date, and we will, therefore, need to obtain additional financing to fund our future operating expenses and the implementation of our business plan. Our capital requirements for scaling up our current operations and the transition to full commercial operations are currently projected to be between $750,000 and $1,500,000 through June 2011. The infrastructure to fully develop our business is already in place. However, in order for our business to succeed, we need to significantly increase the number revenue generating Web Stores, and increase the number of transactions effected on those Web Stores. Accordingly, our plan calls for a significant increase in our marketing activities and business promotion/brand awareness expenditures. If our marketing efforts and recruitment efforts succeed, in order to handle the increase in website traffic, we will also have to increase the number of customer service representatives that we employ and add additional back-office support staff for the additional Web Stores/transactions. Additionally, as the number of our Web Stores (and the number of customers each serves) increases, we expect to incur additional expenses relating to improving Internet experience of our Web Stores and their customers, including accelerating the speeds at which transactions are processed at these websites, and expanding our existing catalog of products available for sale.

Operating Activities

Net cash used in operating activities for the ~~six~~nine month period ended ~~June~~September 30, 2010 was $~~759~~1,~~409~~025,913. This was mainly attributable to the small amount of revenues we have generated to date and the significant expenses we have incurred as we establish our new business and operations.

We expect to have losses from operations in the upcoming months, through December 31, 2010 at a minimum, as we anticipate that we will continue to spend heavily to promote and expand the rollout of our new storefronts and Brand Builder strategy.

Investing Activities

The company invested ~~in fixed assets~~ during the ~~six~~three and nine month ~~period~~periods ended ~~June~~September 30, 2010 of $~~147~~231,~~485. The~~596 ~~investment~~and ~~consisted~~$378,081, ofrespectively into website development as the Company builds out its e-commerce “store fronts”.

We expect to continue to spend on website development comparable amounts in the coming quarters as we rollout our web stores.

Financing Activities

Cash flows from investment and financing activities consisted of activities related to the private placement we closed in April 2010. As described above, in April 2010, we sold an aggregate of $1,255,875 of Convertible Promissory Notes (the “Notes”) and five-year warrants to purchase an aggregate of 3,333,333 shares of common stock at an initial exercise price of $0.30 per share in exchange for aggregate cash proceeds of $1,000,000 and the agreement of certain creditors of Duke Delaware to convert prior obligations of Duke Delaware into Notes. Since the issuance of the Notes in April 2010, we have raised an additional $385,000 of financing by issuing additional secured convertible promissory notes and warrants to purchase a total of 378,333 shares of our common stock.

As we noted above, subsequent to September 30, 2010, the Company raised additional proceeds of approximately $350,000 from the sale of convertible notes to investors. The Company anticipates that it will need to raise, in addition to the amounts raised up to the date of this filing, between $750,000 and $1,500,000 in additional capital in order to allow the Company to expand its customer base and continue operating without interruption at which time it expects its operations to become self-funding. In addition to the operating funding needs, the Company will need to either raise additional funding or negotiate extensions of its short-term borrowings, as the funds raised since the original April 22, 2010 offering have all been in the form of short-term obligations. In total as of September 30, 2010, the Company will need to raise approximately $400,000 to retire short-term obligation plus accrued interest in the next six months or seek to enter into agreements to extend the maturity dates of those notes.

Other

We do not believe that inflation has had a material impact on our business or operations.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, and we do not engage in trading activities involving non-exchange traded contracts. In addition, we have no financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of our assets

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective as of September 30, 2010. Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably 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.

~~Changes~~There has been no change in the Company’s internal ~~controls~~control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Due to the low number of employees we did not have sufficient people to meet the requirements of our internal control over financial reporting. There were no significant changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 5. OTHER INFORMATION

None.

1828

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS UPDATE

There has been no material change in the Risk Factors set forth in the “Risk Factors” section of the Company’s Form 10-K for the year ended December 31, 2009 other than as set forth below:

We will need significant additional capital, which we may be unable to obtain.

WeAlthough ~~currently~~we ~~only~~have recently raised $385,000 through the sale of secured convertible notes, we still do not have sufficient cash available to ~~continue~~operate our ~~current~~company ~~operations~~for ~~into~~more ~~September~~than ~~2010.~~a few weeks. Our capital requirements in connection with our expanding commercial operations have been, and will continue to be, significant. We need to obtain a significant amount of additional funds to fund our working capital needs, to continue to market our Web site, to offer a broader range of products on our e-commerce site, and to otherwise expand our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If we are not able to raise additional funds in the near future, we may have to severely reduce our operations or even terminate our business. There can be no assurance that we will be able to obtain additional funds.

We face many of the risks normally associated with a new business.

~~Because~~Our weoperating ~~have~~subsidiary ~~had~~has ~~less~~only ~~than~~been in existence for approximately one year’s, and our operating online Website platform has only been fully functional since August 2010. Accordingly, we have not history of operations on which to base our current and ~~are~~future ~~still~~operations. In inaddition, ~~the~~as ~~development~~a ~~stage~~new ofcompany ~~our~~with ~~business~~a brand new website, we face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with conducting new operations. These uncertainties include establishing our internal organization structure, overcoming technology issues related to new Internet operations, maintaining good customer relations, developing our brand name, penetrating a new market, raising capital to meet our initial working capital requirements, developing a customer base, and otherwise effectively implementing our business plan. If we are not effective in addressing these risks, we will not be able to operate profitably in the future, and we may not have adequate working capital to meet our obligations as they become due. Certain of the risks we would otherwise face as a new start-up company have, however, been mitigated because of our licensing agreement with Beyond Commerce, Inc. (and its subsidiary) (“BYOC”), pursuant to which BYOC has agreed to provide us with many of the back-office functions needed to operate our new business, and because BYOC has long-established relationships with the suppliers of the products that will be sold through the Web Stores that we sell.

We may not be able to effectively control and manage our growth, which would negatively impact our operations.

Our ~~current~~fully ~~business~~functional ~~has~~website ~~been~~platform inwas ~~existence~~officially ~~for~~launched ~~less~~in ~~than~~August ~~one year~~2010, and we expect to grow rapidly in the near future as our business develops and becomes established. ifIf our business grows as we anticipate, it will be necessary for us to manage our expansion in an orderly fashion. Any significant growth in our activities or in the market for our services will require extension of our managerial, operational, marketing and other resources. Future growth will also impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees. Aside from increased difficulties in the management of human resources, we may face challenges in managing expanding our service offerings. For effective growth management, we will have to continue improving our operations and services. Our failure to manage growth effectively may lead to operational inefficiencies that will have a negative effect on our profitability.

Our ability to implement our business plan and grow our business infrastructure will depend on our ability to successfully execute numerous operations, some of which may be hindered by factors beyond our control.

We currently have a limited corporate infrastructure. Among other things, we will need to continue to build our infrastructural and operational capabilities as our business grows. Our ability to execute our business plan successfully could be affected by any one or more of the following factors:

·● our ability to raise capital, as needed, to fund the implementation of our business plan;

·● our ability to execute our business strategy as contemplated;

·● the ability of our brand and products and services to achieve market acceptance;

·● our ability to attract and retain qualified personnel;

·● our ability to accurately address our target marketplace; and

·● our ability to accurately predict and respond to rapid technological changes in our industry.

Our failure to adequately address any one or more of the foregoing factors could have a significant impact on our ability to execute our business plan.

Our success may depend on the development of a strong brand, and if we do not develop and enhance our brand, our ability to attract and retain Web Store Owners may be impaired.

We believe that our brand will be a critical part of our success. Developing and enhancing our brand may require us to make substantial investments with no assurance that these investments will yield the expected benefits. If we fail to promote and develop the ‘‘KaChing KaChing’’ or other brands we may utilize, our ability to attract and retain Web Store Owners may be impaired, which would in turn adversely impact our profitability. We anticipate that developing, maintaining, enhancing and protecting our brand will become increasingly important, difficult and expensive.

Our business may be adversely affected by malicious applications that interfere with, or exploit security flaws in, our services.

Our business is entirely dependent upon transactions and interactions that occur over the Internet. As a result, our business may be adversely affected by malicious applications that alter, change, modify Web Store Owners’ (or their customers’) computers and interfere with the “KaChing KaChing” experience. Any future interference with our Internet operations is expected to occur without disclosure to or consent, and may result in a negative experience a user may associate with KaChing. These applications may be difficult or impossible to uninstall or disable, may reinstall themselves and may circumvent other applications’ efforts to block or remove them. In addition, we offer a number of services that Web Store Owners download to their computers or that they rely on to store information and transmit information to others over the Internet. These services are subject to attack by viruses, worms and other malicious software programs, which could jeopardize the security of information stored in a Web Store Owner’s computer or in our computer systems and networks. The ability to reach Web Store Owners and provide them with a superior experience is critical to our success. If our efforts to combat these malicious applications are unsuccessful, or if our services have actual or perceived vulnerabilities, our reputation may be harmed and our website traffic could decline, which would damage our business.

2030

We rely on bandwidth providers and others in providing services to our Web Store Owners, and any failure or interruption in the services provided by these third parties could harm our reputation and ability to operate our business.

We rely on bandwidth providers to provide the services we offer. Any disruption in the network access services provided by these providers or any failure of these providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties such providers face may also have negative effects on our business. We exercise no control over these vendors, which increases our vulnerability to problems with the services they provide. Any errors, failures, interruptions or delays in connection with these technologies and information services could harm our relationship with Web Store Owners, and adversely affect our brand.

Our business depends on continued and unimpeded access to the Internet by Web Store Owners, their customers and us.

We provide our services primarily via the Internet. Therefore, our (and our Web Store Owners’) continued and unimpeded access to the Internet is critical to the viability of our operations. Currently, access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, which consists of incumbent telephone companies, cable companies and mobile communications companies. If Internet access providers block, degrade or charge for access to certain of our products and services, it could lead to additional expenses to us, and the loss of Web Store Owners.

We face intense competition from similar Internet businesses that have greater resources, and we may not be able to successfully compete.

Our business, and the business of the Web Store Owners, is ~~rapidly~~to ~~evolving~~offer and ~~intensely~~sell ~~competitive~~merchandise over the Internet. While we believe that our business model of enabling individuals to operate their own Web Store is different than the business model used by other online retailers, ~~and~~our Web Store Owners compete directly with such Internet retailers. Accordingly, we have many competitors inthat ~~different~~provide ~~industries,~~competing ~~including~~ retail, e-commerce and Internet services. Many of our current and potential competitors, including Amazon.com and Overstock.com, have greater resources, longer histories, more customers, and greater brand recognition. They may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, fulfillment, and marketing. The Internet facilitates competitive entry and comparison-shopping, and increased competition may reduce our sales and profits.

Government regulation of the Internet, E-commerce and other aspects of our business is evolving and unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and E-commerce. Existing and future laws and regulations may impede our growth. These regulations and laws may cover taxation, privacy, data protection, pricing, content, electronic contracts and other communications, consumer protection, the provision of online payment services, unencumbered Internet access to our services, the design and operation of websites, and the characteristics and quality of products and services sold on the Internet. Additionally, it is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet and e-commerce. Unfavorable regulations and laws affecting the Internet or E-commerce could diminish the demand for our services and increase the cost of doing business online.

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If we do not continue to innovate and offer services that are useful and convenient to Web Store Owners and their customers, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on providing products and services that make the “Internet shopping experience” more useful, convenient and enjoyable for Web Store Owners and their customers. Our competitors are constantly developing innovations in web based products and services, and the avenue via which they offer such services. As a result, we must continue to invest significant resources in research and development in order to enhance our operations, including improving the means by which we deliver our services. If we are unable to provide quality products and services, then Web Store Owners and their customers may become dissatisfied and move to a competitor for their Internet shopping needs. Our operating results would also suffer if our innovations are not responsive to the needs of our Web Store Owners and their customers, are not appropriately timed with market opportunities or are not effectively brought to market. As Internet broadcasting technology and social networks continue to develop, our competitors may be able to offer products and services that are, or that are perceived to be, substantially similar to or better than ours. This may force us to compete in different ways and expend significant resources in order to remain competitive.

We rely on highly skilled personnel and, if we are unable to hire, motivate and retain qualified personnel, we may not be able to grow effectively.

Our success depends in large part upon the abilities and continued service of our executive officers and other key employees, including our Chief Executive Officer, Robert McNulty, and Chief Financial Officer, Mark Noffke. There can be no assurance that we will be able to retain the services of such officers and employees. Our failure to retain the services of Messrs. McNulty and Noffke, and other key personnel could have a material adverse effect on the Company. We currently have employment agreements with Messrs. McNulty and Noffke; however, we have not procured key person life insurance policies. If Mr. McNulty ceases to be our Chief Executive Officer, or otherwise become disabled or unable to perform as our principal executive officer for any period of time, the holders of the Notes could declare that to be an “event of default” under the Notes and declare such obligations payable immediately. In order to support any future growth, we may need to effectively recruit, hire, train and retain additional qualified management personnel. Our inability to attract and retain the necessary personnel could have a material adverse effect on our business.

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

OnDuring ~~April~~the 23three month period ended September 30, 2010, we issued secured convertible notes in the aggregate principal amount of $1385,~~255,875~~000 in exchange for aggregate cash proceeds of $1385,000~~,000~~ and five-year warrants to purchase an aggregate of 3375,~~333,333~~000 shares of common stock at an initial exercise price of $0.30 per share and ~~the~~five-year ~~agreement~~warrants ~~of certain creditors of Duke Delaware agreeing~~ to ~~convert~~purchase ~~prior~~an ~~obligations~~aggregate ~~of Duke Delaware totaling $255~~3,~~875~~333 ~~into~~shares ~~Notes~~of ~~(the~~common ~~“Private~~stock ~~Placement”).~~at ~~Purchasers~~an ~~that~~initial ~~invested~~exercise inprice ~~the Private Placement through the conversion~~ of ~~prior obligations did not receive any Investor Warrants under the Securities Purchase Agreement~~$1.50. These Notes are due ~~October~~between 23November 11, 2010 and March 14, 2011, and are convertible, in whole or in part, at each holder’s option, into 375,000 shares of our common stock at an initial conversion price of $0.30 per share. Weand ~~may prepay 100%~~10,000 ~~but~~shares ~~not less than 100%,~~ of ~~the~~our ~~Notes~~common ~~upon~~stock at ~~least~~an 20initial ~~days,~~conversion ~~but~~price noof ~~more than 30 days, prior written notice~~$0.75.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

N/A

ITEM 4. RESERVED

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description

31.1		Certification of the Chairman of the Board and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~17th~~22nd day of ~~August,~~ November 2010.

	By:	/s/ Robert J. McNulty
		Robert J. McNulty, Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Mark V. Noffke
		Mark V. Noffke, Chief Financial Officer
		(Principal Financial Officer)

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Filing Compare · KACHING KACHING, INC.