On December 16, 2010, KaChingKaChing, Inc.entered into a Securities Purchase Agreement with an accredited investor for a Convertible Promissory Note and Warrants for their investment amount of $300,000.00. The Note issued to the investor is convertible at an initial conversion price of $0.40, and the Warrants has an initial exercise price of $0.40. The terms of the Convertible Promissory Note and Warrants are more fully described in the Form 8-K filed by the Company on December 7, 2010. Additionally, the Company issued Warrants to purchase 37,500 shares of Common Stock at an exercise price of $0.40 to the Placement Agent.

On December 2, 2010, KaChingKaChing, Inc. entered into a Securities Purchase Agreement with four (4) accredited investors (“New Investors”) for Convertible Promissory Notes for an investment amount of $850,000.00. The Notes issued to the New Investors are convertible at an initial conversion price of $.40, and the Warrants have an initial exercise price of $.40.

Palladium Capital Advisors, LLC acted as the “Placement Agent” for these transactions.

About KachingKaching, Inc.

KachingKaching, Inc. is the very first retail chain of online stores serving consumers on the Internet. It licenses co-branded proprietary online store fronts that can be operated by Independent Store Owners full or part-time with exponential viral growth. Each online storefront will offer close to a million items and thousands of name brand products to sell at everyday low prices. Powered by superior customer service and driven by value, KachingKaching, Inc. provides every Independent Store Owner with the best opportunity for financial success.