UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to __________________

 

Commission File Number 000-54009

 

FREEBUTTON, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	20-5982715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

7040 Avenida Encinas
Suite 104-159

 

Carlsbad, CA 92011
(Address of principal executive offices) (Zip Code)

 

(760) 487-7772
(Registrant’s telephone number, including area code)

 

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 x  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 x No o 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

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

 

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

 

As of August 12, 2014, the registrant had 33,844,260 shares of common stock, $0.001 par value, outstanding.

 

FREEBUTTON, INC.

 

QUARTERLY REPORT ON FORM 10-Q
June 30, 2014

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation	16
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4. CONTROLS AND PROCEDURES	19
PART II. OTHER INFORMATION	20
ITEM 1. LEGAL PROCEEDINGS	20
ITEM 1A. RISK FACTORS	20
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4. MINE SAFETY DISCLOSURES.	20
ITEM 5. OTHER INFORMATION	20
ITEM 6. EXHIBITS	21

 

 

 

Use of Certain Defined Terms

 

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of FreeButton, Inc.

 

Forward-Looking Statements

 

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties that may effect the Company. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the report. All subsequent written and oral forward-looking statements concerning other matters addressed in this report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

 

FREEBUTTON, INC.

FINANCIAL STATEMENTS

(Unaudited)

June 30, 2014

  

 

BALANCE SHEETS	5
STATEMENTS OF OPERATIONS	6
STATEMENTS OF CASH FLOWS	7
NOTES TO FINANCIAL STATEMENTS	8

 

 

 

 

FREEBUTTON, INC.

BALANCE SHEETS

 

		June 30, 2014				December 31, 2013
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash		$	46,471			$	85,906
TOTAL CURRENT ASSETS			46,471				85,906
FIXED ASSETS
Office Equipment, Net			2,024				3,101
OTHER ASSETS
Web Development Costs			18,845				18,845
TOTAL OTHER ASSETS			18,845				18,845
TOTAL ASSETS		$	67,340			$	107,852
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	46,689			$	39,241
Convertible Promissory Notes (Note 5)			354,095				315,240
Other liability			–				71,750
TOTAL CURRENT LIABILITIES			400,784				426,231
TOTAL LIABILITIES			400,784				426,231
STOCKHOLDERS’ EQUITY (DEFICIT)
Capital stock (Note 3)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
33,844,260 shares of common stock (December 31, 2013 –33,807,000 )			33,844				33,807
Additional paid-in capital			178,113				175,865
Subscription receivable			50,000				–
Deficit accumulated during the development stage			(595,401	)			(528,051	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(333,444	)			(318,379	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	67,340			$	107,852

 

Going Concern (Note 1)

 

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

 

 

FREEBUTTON, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended June 30								Six Months Ended June 30
		2014				2013				2014				2013
REVENUE		$	–			$	–			$	–			$	–
EXPENSES
Office and general		$	12,813			$	33,440			$	20,985			$	56,276
Management fees			–				22,500				2,300				55,500
Marketing expenses			75				5,790				471				16,357
Professional fees			12,915				4,488				30,394				26,312
TOTAL EXPENSES			(25,803	)			(66,218	)			54,150				(154,445	)
NET OPERATING LOSS:			(25,803	)			(66,218	)			(54,150	)			(154,445	)
OTHER INCOME (EXPENSES)
Exchange loss			–				–				–				–
Loan interest			(6,827	)			(4,511	)			(13,200	)			(7,717	)
Gain (loss) on debt settlement			–				–				–				–
TOTAL OTHER INCOME (EXPENSES)			(6,827	)			(4,511	)			(13,200	)			(7,717	)
LOSS FROM CONTINUING OPERATIONS			(32,630	)			(70,729	)			(67,350	)			(162,162	)
DISCONTINUED OPERATIONS
Gain from operations of Media Rhythm			–				–				–				–
NET LOSS FOR THE YEAR		$	(32,630	)		$	(70,729	)		$	(67,350	)		$	(162,162	)
BASIC LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC			33,844,260				33,407,000				33,844,260				33,373,895

 

 

 

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

 

 

 

FREEBUTTON, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six months ended June 30, 2014				Six months ended June30, 2013
OPERATING ACTIVITIES
Net loss for the period		$	(67,350	)		$	(162,162	)
Gain(loss) from discontinued operations			–				–
Loss from continuing operating			(67,350	)			(162,162	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on debt settlement							–
Depreciation expenses			407				407
Common stock issued for service			–				4,430
Changes in operating assets and liabilities:
Increase (decrease) in accounts payables and accrued liabilities			7,448				7,610
Increase (decrease) in other liability			(71,750	)			(1,344	)
NET CASH USED IN CONTINUED OPERATING ACTIVITIES			(131,245	)			(151,059	)
NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES			–				–
NET CASH USED IN OPERATING ACTIVITIES			(128,960	)			(151,059	)
INVESTING ACTIVITIES
Furniture and Equipment (purchases) and disposals			670				–
Web development costs and acquisitions			–				–
NET CASH USED IN INVESTING ACTIVITIES			670				–
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds on sale of common stock			2,285				25,000
Proceeds from subscription receivable			50,000				–
Proceed from issuance of convertible promissory note			38,855				107,000
Proceeds from related parties			–				–
NET CASH PROVIDED BY FINANCING ACTIVITIES			91,140				132,000
NET INCREASE (DECREASE) IN CASH			(39,435	)			(19,059	)
CASH, BEGINNING			85,906				21,674
CASH, ENDING		$	46,471			$	2,615
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest		$	–			$	–
Income taxes		$	–			$	–
Non-cash investing and financing activities
Promissory note issued for assets and business acquisition		$	–				–
Common stock issued for service		$	–			$	4,430
Debt forgiveness of related party		$	–			$	–

 

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

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

The Company was incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. On September 28, 2012, the Company with a majority of the shareholders and directors changed its name from Secured Window Blinds, Inc. to Freebutton, Inc.

 

Freebutton, Inc. has ceased the business of offering window blind system products and now intends to operate, through “TheFreeButton.com”, as an instant-win promotion online site where users can click the “Free Button” to instantly win the products offered on the Company’s homepage without entering their email.

 

Going concern

To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $595,401. As at June 30, 2014, the Company has a working capital deficit of $354,313. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of June 30, 2014 the Company has issued 150,000,000 shares founders shares at $0.0000667 per share for net proceeds of $10,000 to the Company and 9,300,000 shares private placement shares at $0.001666 per share for net proceeds of $15,500 and 100,000 shares private placement shares at $0.025 per share for net proceeds of $25,000 to the Company and 500,000 shares private placement shares at $0.25 per share for net proceeds of $125,000 to the Company and 200,000 shares private placement shares at $0.50 per share for net proceeds to the Company of $50,000. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

 

Segmented Reporting

Financial Accounting Standards Board (“FSAB”) Accounting Standard Codification (“ASC”) 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.

 

Comprehensive Loss

FASB Statement Number 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Financial Instruments

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

 

Fixed Assets

Fixed assets are carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

 

Office equipment

5 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. Accumulated depreciation to date on office equipment is $1,428.

 

Website Development Costs/Domain Names

The Company accounts for its Development Costs in accordance with FASB ASC-350-50, “Accounting for Website Development Costs.” The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software, and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with FASB ASC codification 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed.

 

Pursuant to FASB ASC 360, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. Domain names are generally not amortized. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized.

 

Impairment of Long-Lived Assets

Long-lived assets, such as property and domain names and website development costs are reviewed for impairment when recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expecting an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Revenue Recognition

Revenue consists of commissions earned for the sale of magazine advertisement, on-line advertisement and event sponsorship. Revenue is recognized at the time the advertising becomes publicly available or upon occurrence of the sponsored event.

 

Loss per Common Share

Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.

 

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities 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 balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Stock-based Compensation

The Company follows FASB ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which has been approved by a majority, or approximately 65% of outstanding shareholders of the Company on February 25, 2013.The new plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. The 2013 Plan’s initial share reservation will be 3,500,000 shares. The term of the plan is for 10 years from the date of its adoption. As of June 30, 2014 the Company has issued 39,640 common shares.

 

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT

 

The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of June 30, 2014.

 

-

Common stock $0.001 par value: 75,000,000 shares authorized: 33,807,000 shares issued and outstanding.

 

On December 15, 2006, the Company issued 105,000,000 common shares at $0.0000666 per share to the sole director and President of the Company for cash proceeds of $7,000.

 

On May 12, 2008, the Company issued 45,000,000 common shares at $0.0000666 per share to the sole director and President of the Company for cash proceeds of $3,000.

 

From September to August, 2008, the Company issued 9,300,000 shares through private placements at $0.001666 per share for net proceeds to the Company of $15,500.

 

On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totalling $54,742. All these sums are reflected as a credit to additional-paid-in-capital.

 

On August 15, 2012, two shareholders of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation the Company now has 33,300,000 (pre-split 2,220,000 shares of common stock outstanding.

 

On August 22, 2012 a majority of shareholders and the directors approved a special resolution to undertake a forward split of the common stock of the Company on a 15 new shares for 1 old share, which was effected on October 1, 2012, increasing the outstanding shares from 2,220,000 to 33,300,000.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT (continued)

 

On February 25, 2013, the Company issued 100,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $25,000.

 

On February 25, 2013 the Company issued under the 2013 Plan a total of 7,000 common shares to one individual and two companies. Total value received for services rendered was $4,430 (refer Equity Incentive Award Plan).

 

On July 11, 2013, the Company issued 100,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $25,000.

 

On September 16, 2013, the Company issued 300,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $75,000.

 

Private Placement Memorandum

On October 23, 2013 FreeButton, Inc., offered under a Private Placement Memorandum to raise a minimum of $550,000 to a maximum of $2,000,000 at $0.35 per share. The offering extends from October 23, 2013 to close of business on December 31, 2013 unless the Offering is extended at the Company’s sole discretion. Subsequently the Offering was extended to February 28, 2014. There is no escrow of any of the proceeds of the Offering, however the Company will not make use of the funds until a minimum of $550,000 prior to commissions or net $500,000 to the Company has been received. If minimum is not met the Company will return funds to the investor.

 

On November 14, 2013, the Company issued 100,000 common shares through a private placement at $0.35 per share for net proceeds to the Company of $35,000.

 

On November 20, 2013, the Company received $36,750 in Subscription receivables to issue 105,000 common shares through a private placement at $0.35 per share.

 

On March 4, 2014, the Company not having met the minimum $500,000 net proceeds under the terms of the Private Placement Memorandum the Company returned the total funds of $71,750 to the investors. The 100,000 shares that had been issued were returned to the Company. The reversal of the transaction is reflected in the financial statements dated December 31, 2013.

 

On May 27, 2014, the Company received $50,000 in Subscription receivables to issue 100,000 common shares through a private placement at $0.50 per share.

 

All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding prior to the 15:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

 

Equity Incentive Award Plan

On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which has been approved by a majority, or approximately 65% of outstanding shareholders of the Company on February 25, 2013.

 

The new plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. The 2013 Plan’s initial share reservation will be 3,500,000 shares. The term of the plan is for 10 years from the date of its adoption.

 

On February 25, 2013 the Company issued under the 2013 Plan a total of 7,000 common shares to one individual and two companies. Total value received for services rendered was $4,430.

 

On June 25, 2013 the Company issued under the 2013 Plan a total of 32,640 common shares to two individuals. Total value received for services rendered was $2,285.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On December 15, 2006 the Company issued 105,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 45,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $3,000. During the nine months ending September 30, 2012 the President of the Company paid outstanding payables owed by the Company of $28,400. On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totalling $54,742. All these sums are reflected as a credit to additional-paid-in-capital.

 

On August 15, 2012, two shareholder of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation, as of December 31, 2012 there were 33,300,000 (pre-split 2,220,000) shares of common stock outstanding.

 

On December 31, 2013 the Company paid shareholders loan in the amount of $4,072 owed to the President of the Company. The amounts due to the related party, was unsecured and non- interest-bearing with no set terms of repayment.

 

During the period ended June 30, 2014, the Company paid $2,300 in management fees.

 

See Note 6 for further discussion of related party transactions.

 

NOTE 5 – CONVERTIBLE PROMISSORY NOTE

 

On August 9, 2012 the Company signed a Convertible Promissory Note for $110,000, with an interest rate of 8% with a maturity date of August 9, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

On November 20, 2012 the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% with a maturity date of May 20, 2013. Maturity date has been extended to November 20, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $225,000 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

On December 13, 2012 the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% with a maturity date of June 13, 2013. Maturity date has been extended to December 12, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $90,000 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

On January 7, 2013 the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% with a maturity date of October 3, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $121,500 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

On March 18, 2013 the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% with a maturity date of September 18, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $225,000 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 5 – CONVERTIBLE PROMISSORY NOTE (continued)

 

On April 3, 2013 the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% with a maturity date of October 2, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $121,500 at a differing price. Part of the consolidated and extension dated Nov 4, 2013.

 

On April 25, 2013 the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% with a maturity date of October 25, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $225,000 at a differing price. Part of the consolidated and extension dated Nov 4, 2013.

 

On May 24, 2013 the Company signed a Convertible Promissory Note for $30,000, with an interest rate of 8% with a maturity date of November 24, 2013. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $270,000 at a differing price. Part of the consolidated and extension dated Nov 4, 2013.

 

On August 8, 2013 the Company signed a Convertible Promissory Note for $13,996.50, with an interest rate of 8% with a maturity date of February 14, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $125,964 at a differing price. Part of the consolidated and extension dated November 4, 2013.

 

On October 23, 2013 the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% with a maturity date of October 23, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $90,000 at a differing price.

 

On November 4, 2013 the Company signed a consolidated and extension of all the Company’s existing Promissory Notes and accrued interest as of October 31, 2013. The New total amount of the combined Promissory Note is $285,240.26 ($265,996.50 principal and $19,243.76 accrued interest) with an interest rate of 8% and maturity date of February 9, 2014. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. In the event the Company does not pay the outstanding balance by February 9, 2014, the interest rate of the Promissory Note increases to 12% per annum.

 

On December 23, 2013 the Company signed a Convertible Promissory Note for $20,000, with an interest rate of 8% with a maturity date of December 23, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $180,000 at a differing price.

 

On March 11, 2014 the Company signed a consolidated and extension of the Company’s Promissory Notes. The New total amount of the combined Promissory Note is $307,266.26 (Promissory Note of $285,240.26 dated November 4, 2013 and Promissory Note of $22,026 dated February 28, 2014) with an interest rate of 8% and maturity date of August 28, 2014. . The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. In the event the Company does not pay the outstanding balance by August 28, 2014, the interest rate of the Promissory Note increases to 12% per annum.

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 5 – CONVERTIBLE PROMISSORY NOTE (continued)

 

On June 20, 2014 the Company signed a Convertible Promissory Note for $16,828.56, with an interest rate of 8% with a maturity date of December 20, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $152,000 at a differing price.

 

The conversion of the Promissory Note(s) is contingent upon an “Event Default” and the Promissory Note is not currently convertible. If the Promissory Note does become convertible the non-cash expense to the Company is dependent on the trading value of the Company’s stock on the day of conversion and the $0.10 conversion price. The estimated non-cash expense if the Promissory note had been converted as of June 30, 2014 would have been $1,782,144.

 

NOTE 6 – ASSET AND BUSINESS ACQUISITION

 

Media Rhythm Group, Inc.

On July 11, 2013, the Company entered into an Assets and Business Acquisition Agreement (the “Acquisition Agreement”) with Media Rhythm Group, Inc. (“Media Rhythm”) to acquire all of the assets in connection to the business of Media Rhythm (the “Assets”). Media Rhythm operates a marketing and advertising business that primarily caters to sports media such as magazines and websites. James Lynch, President, Chief Executive Officer, Secretary, and Director of the Company, is President and the sole shareholder of Media Rhythm (James Lynch is also President and Chief Executive Officer of FreeButton, Inc.)

 

Pursuant to the Acquisition Agreement, the Company purchased the Assets for $420,000 (the “Purchase Price”), and in return, issued a promissory note dated July 11, 2013 to Media Rhythm with the principal amount equal to the Purchase Price (the “Note”). Under the Note, the Purchase Price shall be paid by the Company to Media Rhythm in twenty-four (24) equal monthly installments commencing on August 1, 2013 (On August 2, 2013 the commencement date was changed to September 1, 2013), (the present value of $420,000 Note is $371,895). The Note shall bear no interest. The Company may at any time prepay all or part of the unpaid principal of the Note. The Company’s payment obligation may become accelerated upon certain events of default, including failure to make past due payment within ten (10) days of a written notice from the holder, failure to cure any involuntary insolvency or bankruptcy proceeding within ninety (90) days of the commencement of such proceeding, and filing of any voluntary bankruptcy or insolvency proceeding. Media Rhythm is entitled to the right of setoff against all or part of the unpaid and past due payments under the Note or the Acquisition Agreement.

 

On March 5, 2014, under the consent of both parties the Asset and Business Acquisition Agreement signed on July 11, 2013 was reversed. The reversal of the transaction is reflected in the financial statements dated December 31, 2013.

 

A1 Vapors, Inc.

On April 11, 2014 FreeButton, Inc., announced that it has entered into a non-binding Letter of Intent (“LOI”) to acquire A1 Vapors, Inc.(“A1 Vapors”) a product development and marketing firm catering to the electronic vapour cigarette industry. Under the terms of the LOI FreeButton will purchase all of the assets of A1 Vapors. Consideration for the purchase will be approximately 21 million restricted shares of Freebutton common stock. On May 23, 2014 FreeButton entered into an exchange agreement (the “Exchange Agreement”) with A1 Vapors. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors will receive 21,000,000 newly-issued shares of FreeButton’s Common Stock in exchange for all of A1 Vapor’s outstanding Common Stock. Upon completion of the proposed transaction, A1 will become a wholly-owned subsidiary of FreeButton. The closing date is expected to be on or before September 30, 2014. The proposed acquisition will be treated as a recapitalization of the Company with Al Vapors as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the proposed consummation of the Share Exchange Agreement A1 Vapors will become a wholly-owned subsidiary of the Company and the electronic vapour cigarette industry will become the primary business of the company.

 

 

 

 

FREEBUTTON, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2014

 

 

NOTE 7 – DISCONTINUED OPERATIONS

 

On March 5, 2014, under the consent of both FreeButton, Inc. and Media Rhythm Group Inc., the Asset and Business Acquisition Agreement signed on July 11, 2013 was reversed. The reversal of the transaction is reflected in the financial statements dated December 31, 2013. (Refer Note 6).

 

As a result of the reversal of the Asset and Business Acquisition Agreement there was a net gain to Freebutton of $3,818.

 

NOTE 8 – DISTRIBUTION AGREEMENT

 

On October 22, 2013, FreeButton, Inc. (the “Company”) entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with Rivalfly National Network, LLC (“Rivalfly”), whereby the Company granted exclusive distribution rights to Rivalfly for its game platform for an initial term of five (5) years. The Company expectations are that the agreement will be concluded by end of first quarter of 2014.

 

Under the terms of the Distribution Agreement, Rivalfly will be issued up to 25,512,500 shares (the “Maximum Issuance”) of the Company’s Common Stock (the “Shares”), issuable in increments upon the Company achieving certain milestones as more fully set forth in the Distribution Agreement. More specifically, Rivalfly will be issued: (i) 4,000,000 Shares upon securing a sub-distribution agreement with Game Exchange of Colorado, Inc.; (ii) 4,000,000 Shares upon the Company’s completion of a successful test phase for its game platform; and (iii) 1,000,000 Shares for every 1,000 paying customers sourced by Rivalfly. The Share issuances are dependent in large part on the Company’s success in raising capital from investors to develop and commercialize its game platform. The Share issuances are not dependent or conditioned on Rivalfly’s efforts to raise capital on behalf of the Company.

 

Under the terms of the Distribution Agreement, upon the issuance of 4,000,000 Shares to Rivalfly, Rivalfly will be entitled to appoint one (1) representative to the Company’s Board of Directors and maintain that representative until the time Rivalfly no longer owns at least 2,000,000 Shares or upon termination of the Distribution Agreement.

 

Under the terms of the Distribution Agreement, in the event of a change in control transaction resulting in net proceeds to the Company of at least $50,000,000, the Maximum Issuance will be deemed fully-earned and issuable.

 

On April 25, 2014 with the consent of both parties the Distribution Agreement between Rivalfly and FreeButton has been terminated. There are no obligations to either party with termination of the Agreement.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Subsequent to June 30, 2014 21,000,000 shares were returned to the Company in anticipation of the acquisition of A1 Vapors, Inc. The closing date of the acquisition is expected to be on or before September 30, 2014.

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of FreeButton, Inc.’s (the “Company”, “FreeButton, “we”, “us” and “our”) financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in “Item 1. Financial Statements.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

 

Business Overview

 

We operate sweepstakes websites featuring free giveaways of premier consumer products to users who participate in online games. Our partner companies provide premier consumer products in various categories for free giveaway, such as sports, electronics, travel, gaming, style, bags, and in return, receive a series of benefits including product exposure, advertising space and sales leads. We also operate an ecommerce website where the users can purchase products of our partner companies.

 

The Company was engaged in the business of offering window blind system products and ceased such operation upon the consummation of a change of control of the Company in August 2012 as reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 3, 2012 (the “August 2012 Form 8-K”). Since August 2012, current management has been building the Company to be a platform for marketing and advertising initiatives and a marketplace for consumer products.

 

Recent Development

 

On July 11, 2013, we entered into an Assets and Business Acquisition Agreement (the “Acquisition Agreement”) with Media Rhythm Group, Inc. (“Media Rhythm”) to acquire all of the assets used in connection with the business of Media Rhythm (the “Assets”).

 

Media Rhythm operates a marketing and advertising business that primarily caters to sports media such as magazines and websites. James Lynch, President, Chief Executive Officer, Secretary, and Director of the Company, is President and the sole shareholder of Media Rhythm.

 

Pursuant to the Acquisition Agreement, the Company purchased the Assets for $420,000 (the “Purchase Price”), and in return, issued a promissory note dated July 11, 2013 to Media Rhythm with the principal amount equal to the Purchase Price (the “Note”). Under the Note, the Purchase Price shall be paid by the Company to Media Rhythm in twenty-four (24) equal monthly installments commencing on August 1, 2013 (on August 2, 2013 the commencement date was changed to September 1, 2013). The Note shall not bear interest. The Company may at any time prepay all or part of the unpaid principal balance of the Note.

 

On August 1, 2013, the company filed a Current Report on Form 8-K with the SEC announcing the completion of the acquisition of the Assets of Media Rhythm.

 

As previously reported in our Current Report on Form 8-K filed with the SEC on March 28, 2014, on March 5, 2014, the Company and Media Rhythm entered into an Asset Purchase Agreement (the “Agreement”), whereby the Company sold, transferred and assigned to Media Rhythm all of the assets, rights and interests owned by the Company related to its marketing and advertising business that primarily caters to sports media such as magazines and websites, including all business names, trade names, logos, copyrights, trademarks and other intellectual property related thereto (the “Assets”). In consideration of the Company’s sale of the Assets, Media Rhythm executed and delivered to the Company a Cancellation and Termination of Promissory Note (the “Note Cancellation”), thereby relieving the Company of all obligations pursuant to the Promissory Note issued by the Company on July 11, 2013 in the principal amount of $420,000, as described above.

 

On August 29, 2013, we entered into a Letter of Intent to acquire Rivalfly National Network, an Illinois limited liability company (“Rivalfly”).

 

Rivalfly has more than 30 combined years’ experience in the distribution of goods and services to over 50,000 retail locations nationwide. Rivalfly’s distribution contacts provide the Company with national reach for its B2C & B2B gamification platforms to a local level to businesses and consumers.

 

As reported on Form 8-K filed with the SEC on October 25, 2013 (the “October Form 8-K”), on October 22, 2013, the Company entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with Rivalfly National Network, LLC (“Rivalfly”), whereby the Company granted exclusive distribution rights to Rivalfly for its game platform for an initial term of five (5) years. Additionally, as reported in the October Form 8-K, under the terms of the Distribution Agreement, Rivalfly was to be issued up to 25,512,500 shares (the “Maximum Issuance”) of the Company’s common stock (the “Shares”), issuable in increments upon the Company achieving certain milestones as more fully set forth in the Distribution Agreement. More specifically, Rivalfly was to be issued: (i) 4,000,000 Shares upon securing a subdistribution agreement with Game Exchange of Colorado, Inc.; (ii) 4,000,000 Shares upon the Company’s completion of a successful test phase for its game platform; and (iii) 1,000,000 Shares for every 1,000 paying customers sourced by Rivalfly.

 

 

On February 7, 2014, the Distribution Agreement between Rivalfly and FreeButton, and the related Stock Purchase Agreement, was terminated pursuant to that certain Cancellation and Termination of Stock Purchase Agreement and Exclusive Distribution Agreement entered into between the Company and Rivalfly (the “Termination Agreement”). Following the termination of the Distribution Agreement, neither party has any obligations under the Distribution Agreement.

 

The foregoing description of the termination of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference

 

As reported in our Form 8-K file with the SEC on May 14, 2014, on April 11, 2014 the Company entered into a Binding Letter of Intent (“LOI”) to acquire A1 Vapors, Inc. a product development and marketing firm catering to the electronic vapour cigarette industry. Under the terms of the LOI the Company will purchase all of the issued and outstanding capital stock of A1 pursuant to a definitive agreement to be entered into between the parties. Consideration for the purchase will be approximately 21 million restricted shares of the Company’s common stock. As reported in our Current Report on Form 8-k filed on May 27, 2014, on May 23, 2014 FreeButton entered into an exchange agreement (the “Exchange Agreement”) with A1 Vapors. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors will receive 21,000,000 newly-issued shares of FreeButton’s Common Stock in exchange for all of A1 Vapor’s outstanding Common Stock. Upon completion of the proposed transaction, A1 will become a wholly-owned subsidiary of FreeButton. The closing date is expected to be on or before September 30, 2014. The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Plan of Operations

 

Prior to the period covered by this Quarterly Report on Form 10-Q, we launched one product, VideoStakes.

 

VideoStakes

 

VideoStakes, launched October 23, 2013, is the Company’s B2B Video Engagement and Social Sharing platform. The platform incentivizes Internet users to engage in brand video content pieces and share them through social networks. It enables brands to leverage existing advertising campaigns and drive traffic to target online destinations where users engage in entertain media and content earning a chance to win a prize or giveaway. Additionally, the user is incentivized to share the giveaway and media content via their personal social media networks for numerous additional entries into the same giveaway.

 

VideoStakes will be used by brands on a monthly basis via a fee service.

 

Our President, Chief Executive Officer and Secretary, James Lynch, builds partnerships with consumer products manufacturers, drives sales, perform other functions of an executive, managerial or administrative nature.

 

Our Vice President and Treasury, Dallas Steinberger, is responsible for our website construction and assist with marketing and generating traffic to our websites.

 

Results of Operation

 

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

 

We did not generate any revenue during the quarter ended June 30, 2014, and have generated minimal revenues since inception on November 27, 2006. Total expenses for the quarter ended June 30, 2014 were $32,630 resulting in an operating loss of $32,630 as compared to total expenses of $70,729 resulting in an operating loss of $70,729 for the quarter ended June 30, 2013. The decrease in total expenses relates to the executive management team electing to not take management fees as well as more efficiently managing professional fees and marketing expenses. The operating loss for the quarter ended June 30, 2014, is a result of office and general expenses in the amount of $12,813, marketing expenses of $75 and professional fees in the amount of $12,915 compared to office and general expenses in the amount of $33,440, management fees of $22,500, marketing expenses of $5,790 and professional fees in the amount of $4,488 for the quarter ended June 30, 2013. The decrease in each of office and general expenses, management fees, marketing expenses and professional fees relates to the executive management team electing to not take management fees as well as more efficiently managing and marketing expenses. The increase in professional fees is due to the increase in legal fees in preparing filing documentation. For the quarter ended June 30, 2014, we incurred a loan interest of $6,827 as compared to loan interest of $4,511 for the quarter ended June 30, 2013. The increase in loan interest relates to the commencement of our new business operations upon the consummation of a change of control of the Company which occurred in August 2012 as discussed above and as reported in the August 2012 Form 8-K.

 

 

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

 

We did not generate any revenue during the six month period ended June 30, 2014, and have not generated any revenue since inception on November 27, 2006. Total expenses for the six month period ended June 30, 2014 were $67,350 resulting in an operating loss of $67,350 as compared to total expenses of $162,162 resulting in an operating loss of $162,162 for the six month period ended June 30, 2013. The decrease in total expenses relates to the executive management team electing to not take management fees as well as more efficiently managing professional fees and marketing expenses. The operating loss for the six month period ended June 30, 2014, is a result of office and general expenses in the amount of $20,985, management fees of $2,300, marketing expenses of $471 and professional fees in the amount of $30,394 compared to office and general expenses in the amount of $56,276, management fees of $55,500, marketing expenses of $16,357 and professional fees in the amount of $26,312 for the six month period ended June 30, 2013. The decrease in each of office and general expenses, management fees, and marketing expenses relates to the executive management team electing to not take management fees as well as more efficiently managing marketing expenses. The increase in professional fees is due to the increase in legal fees in preparing filing documentation. For the six month period ended June 30, 2014, we incurred a loan interest of $13,200 as compared to loan interest of $7,717 for the six month period ended June 30, 2013. The increase in loan interest relates to the commencement of our new business operations upon the consummation of a change of control of the Company which occurred in August 2012 as discussed above and as reported in the August 2012 Form 8-K.

 

Capital Resources and Liquidity

 

As of June 30, 2014, we had $46,471 of cash as compared to $85,906 of cash for the year ended December 31, 2013. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $595,401. As of June 30, 2014, the Company has a working capital deficit of $333,444.

 

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

We expect to incur product development, marketing and professional and administrative expenses as well expenses associated with maintaining our SEC filings, however, we do not have any material capital expenditures planned at this time. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties.

 

If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our Company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. In the event we are unsuccessful in raising additional capital through the issuance of equity or convertible debt securities, we will seek to raise additional capital through the issuance of debt or its equivalents. Issuance of debt or its equivalents will result in increased interest expense.

 

We are a development stage company with no revenues to date, and therefore we may have to pay high cost in securing a financing. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. Any delay to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

 

If we cannot raise additional fund, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

 

 

Off Balance Sheet Arrangements

 

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue or expenses and/or result of operations.

 

Recent Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect and that may impact its financial statements. We do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Our management, including our principal executive officer and principal accounting officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of June 30, 2014, and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls constituted material weaknesses as discussed below. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of our financial statements for the current reporting period.

 

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As of June 30, 2014, the following material weaknesses existed:

 

·

The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

·

The Company’s disclosure controls and procedures do not provide adequate segregation of duties; and

·

The Company does not have effective controls over period-end financial disclosure and reporting processes.

 

Management believes that the above material weaknesses could result in a material misstatement in our financial statements in future periods.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board of Directors.

 

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements when our financial position permits.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the six month period ended June 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

 

ITEM 1A. RISK FACTORS

 

Smaller reporting companies are not required to provide the information required by this item.

 

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

 

None.

 

Issuer Purchases of Equity Securities

 

Period

(a) Total number of shares (or units) purchased

(b) Average price paid per share (or unit)

(c) Total number of shares (or units) purchased as part of publicly announced plans or programs

(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs

January 1-31, 2014

0

N/A

N/A

N/A

February 1-28, 2014

100,000 (1)

$0.25

N/A

N/A

March 1-31, 2014

0

N/A

N/A

N/A

April 1-30, 2014

0

N/A

N/A

N/A

May 1 – 31, 2014

100,000 (1)

$0.50

N/A

N/A

June 1 – 30, 2014

0

N/A

N/A

N/A

Total

200,000

$0.375

N/A

N/A

 

(1) These shares were not repurchased in connection with a publicly-announced plan or program and were repurchased by the Company from various investors who previously purchased the shares from the Company in connection with a private purchase memorandum as discussed in Note 3 to the accompanying financial statements.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

On April 11, 2014 the Company entered into the LOI to acquire A1 Vapors, Inc. a product development and marketing firm catering to the electronic vapour cigarette industry. Under the terms of the LOI the Company will purchase all of the issued and outstanding capital stock of A1 pursuant to a definitive agreement to be entered into between the parties. Consideration for the purchase will be approximately 21 million restricted shares of the Company’s common stock. As reported in our Current Report on Form 8-k filed on May 27, 2014, on May 23, 2014 FreeButton entered into an exchange agreement (the “Exchange Agreement”) with A1 Vapors. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors will receive 21,000,000 newly-issued shares of FreeButton’s Common Stock in exchange for all of A1 Vapor’s outstanding Common Stock. Upon completion of the proposed transaction, A1 will become a wholly-owned subsidiary of FreeButton. The closing date is expected to be on or before September 30, 2014. The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

 

 

ITEM 6. EXHIBITS

 

3.1	Articles of Incorporation of FreeButton, Inc. as filed with the Secretary of State of Nevada, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 5, 2008.

 

3.2	By-Laws of FreeButton, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on May 5, 2008.

 

3.3	Corrected Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 5, 2012.

 

4.1	Form of Promissory Note, issued by the Company in favor of the holders thereof, , incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K filed on April 16, 2013.

 

10.1(1)

Asset Purchase Agreement between the Company and Media Rhythm Group, Inc. dated March 5, 2014.

 

10.2*

Cancellation and Termination of Stock Purchase Agreement and Exclusive Distribution Agreement, dated February 7, 2014, by and between the Company and Rivalfly National Network.

 

10.3*

Binding Letter of Intent between the Company and A1 Vapors Inc. effective April 11, 2014.

 

10.4*

Exchange Agreement between the Company and A1 Vapors Inc. effective May 23, 2014.

 

31.1*

Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1*+	Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*	Temporary Hardship Exemption

 

101.INS**

XBRL Instance Document

 

101.SCH**

XBRL Taxonomy Extension Schema Document

 

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

 

+In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

*Filed herewith

**To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2014.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	FreeButton, Inc.
Dated: August 14, 2014	By:	/s/ James Edward Lynch, Jr.
		James Edward Lynch, Jr.
		President, Chief Executive Officer and Secretary
		(Duly Authorized Officer, Principal Executive Officer and Principal Accounting Officer)