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




FORM 10-K



(Mark One)
☒   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31,
2013

or



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

For the transition period from ____ to ____



Commission File No. 000-54009



|FREEBUTTON,
        INC.                                      
|--------------------------------------------------------------
|(Exact name of registrant as specified in its charter)        
|Nevada                                                        
|(State or other jurisdiction of incorporation or organization)



7040
Avenida Encinas,Suite 104-159
Carlsbad, CA 92011

(Address of principal executive offices,
Zip Code)

545
Second Street., #6Encinitas, CA 92024

(Former address of principal executive offices,
Zip Code)



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



Securities registered pursuant to Section
12(b) of the Exchange Act: None.



Securities registered pursuant to Section
12(g) of the Exchange Act:



Common stock, par value $0.001 per share.
(Title of class)



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes p   No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes p   No x



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 p



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 p



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.

|Large accelerated filer                                              | p | Accelerated filer         | p
|-------------------------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer 
(Do not check if a smaller reporting company) | p | 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 p   No x



The aggregate market value of the registrant’s
common stock, par value $0.001 per share, held by non-affiliates of the registrant, based on the closing price of the common stock
as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $0.



As of April 11, 2014, the registrant had
33,844,260 shares of common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:



None.









FREEBUTTON, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS







|         |                                                                                                              | Page
|-------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I   |                                                                                                              | 1   
|ITEM 1.  | BUSINESS                                                                                                     | 1   
|ITEM 1A. | RISK FACTORS                                                                                                 | 5   
|ITEM 1B. | UNRESOLVED STAFF COMMENTS                                                                                    | 5   
|ITEM 2.  | PROPERTIES                                                                                                   | 5   
|ITEM 3.  | LEGAL PROCEEDINGS                                                                                            | 5   
|ITEM 4.  | MINE SAFETY DISCLOSURES                                                                                      | 5   
|PART II  |                                                                                                              | 5   
|ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 5   
|ITEM 6.  | SELECTED FINANCIAL DATA                                                                                      | 6   
|ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 6   
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   | 8   
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  | 8   
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         | 9   
|ITEM 9A. | CONTROLS AND PROCEDURES                                                                                      | 9   
|ITEM 9B. | OTHER INFORMATION                                                                                            | 10  
|PART III |                                                                                                              | 10  
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       | 10  
|ITEM 11. | EXECUTIVE COMPENSATION                                                                                       | 12  
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 13  
|ITEM 13. | CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                     | 14  
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       | 15  
|PART IV  |                                                                                                              | 16  
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   | 18  



ii





Use of Certain Defined Terms



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



Forward-Looking Statements



This Annual Report on Form 10-K 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, or 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. 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 Annual Report on Form 10-K 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 Annual
Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual
Report on Form 10-K 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 Annual Report on Form 10-K.



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.







iii





PART
I



| | ITEM 1. | BUSINESS
| | ------- | --------



Business Overview



FreeButton, Inc. is a developer of Internet-based,
immersive advertising and marketing solutions for businesses.



We operate VideoStakes.com, a b2b and b2c
consumer engagement and social sharing platform, which incentivizes Internet users with prizes to engage in brand video content
and share it though social networks.



Additionally, we offer digital and internet
consulting services assisting customers in optimizing content. We specialize in search engine marketing and optimization, display
advertising, social media marketing, affiliate programs and networks, site optimization, email programs and analytics.



Corporate History



We were 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. Upon the consummation of a change of control as described below, we ceased our business of offering our window blind system
products, and we now operate the business of Internet-based, immersive advertising and marketing solutions for businesses. According
to the filings it made with the U.S. Securities and Exchange Commission (the “Commission”), our predecessor, Secure
Window Blinds, Inc. never generated revenue and was a shell company.



Recent Developments



Change of Control



On August 2, 2012, the Company entered
into a Stock Purchase Agreement (the “Agreement”) by and among the Company, Anthony Pizzacalla, a former stockholder
of the Company, James Edward Lynch, Jr. and Dallas James Steinberger pursuant to which Mr. Pizzacalla sold to Messrs. Lynch and
Steinberger an aggregate of 10,000,000 shares of the Company’s common stock which constituted 94% of the Company’s
then-outstanding common stock, in exchange for payment by Messrs. Lynch and Steinberger in an amount of $10,000. Under the Agreement,
Mr. Lynch and Mr. Steinberger each purchased 5,000,000 shares of the Company’s common stock, respectively.



Name Change and Symbol
Change



On September 6, 2012, we filed a Certificate
of Amendment to our Articles of Incorporation (the “First Amendment”) to change our name from “Secure Window
Blinds, Inc.” to “The Free Button, Inc.” On September 11, 2012, the Company filed a Certificate of Correction
to the First Amendment (the “Corrected Amendment”) to correct its name from “The Free Button, Inc.” to
“FreeButton, Inc.” (the “Name Change”). The Corrected Amendment took effect as of September 11, 2012.



On September 24, 2012, the Company received
approval by the Financial Industry Regulatory Authority (FINRA) for its name change and forward split, as further described below.
In connection with the name change, the Company changed its trading symbol from “SCWB” to “FBTN” (the “Symbol
Change”). The Name Change and Symbol Change were announced on September 28, 2012.



Forward Split



On September 26, 2012, the Company’s
Board of Directors (the “Board”) approved a 15-to-1 forward split of the Company’s issued and outstanding shares
(the “Forward Split”). We received approval of the Forward Split from FINRA on September 24, 2012 and the Forward Split
was announced on September 25, 2012.



1





Our Websites



We currently have two operating websites,
VideoStakes.com and FreeButtonInc.com.



VidoeStakes.com



VideoStakes.com is a B2B engagement and
social sharing platform, which incentivizes Internet users to engage in brand video content and share it through social networks.



VideoStakes.com enables brands to leverage
existing advertising campaigns and drive traffic to targeted online destinations where users engage in entertaining media and content,
earning the chance to win prizes. If the user shares the content through their social networks, their chances for winning increase.
VideoStakes.com offers an alternative to banner advertising, which is prolific on the Internet, and offers brands an effective
way to engage consumers.



In addition, VideoStakes.com delivers monthly
analytics to its clients including without limitation user and usage data, entry data, social network sharing data, and unique
users from Facebook and Twitter. VideoStakes.com programs carry a monthly usage fee. FreeButton has launched VideoStakes.com
with an action sports industry brand client whose goals are to increase video engagement and social brand sharing.



FreeButtonInc.com



FreeButtonInc.com is our corporate website.
Potential customers utilize this site to learn what we do, about us, find investor information and contact us.



How We Generate Revenue



We have just started to generate revenue
via our VidoeStakes.com platform. We plan to generate revenue through partner engagement programs and expect to utilize the additional
revenue sources to grow marketing and awareness. We generated $5,000.00 of revenue in the fourth quarter of 2013 via a test on
VideoStakes and plan continue to market this product for fee-based usage.



We previously operated an additional website,
www.freebutton.com which we ceased operating on November 15, 2013. In connection with the operation of Freebutton.com, we donated
$0.01 per user attempt to a charitable organization. In total, we donated approximately $500.00 to the Mauli Ola Foundation.



As previously reported in our Current Report
on Form 8-K filed on August 1, 2013, 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 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.



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. 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.



2





The foregoing description of the acquisition
of the Assets does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition
Agreement and the Note, copies of which are filed as Exhibit 10.2 to this report and incorporated herein by reference.



Subsequently,
and as previously reported in the Company’s Current Report on Form 8-K filed on March 28, 2014, on March 5, 2014, the Company
and Media Rhythm entered into an Asset Purchase Agreement (the “Second 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 “Media Assets”). In consideration of the
Company’s sale of the Media 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. The foregoing description of the disposition of
the Media Assets does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Agreement
and Note Cancellation, copies of which are filed as Exhibit 10.4 to this report and incorporated herein by reference.



Competition



Our business is in the industry of online
sweepstakes and eCommerce. This industry is very competitive and rapidly evolving. We position ourselves as an engagement and social
sharing platform for VideoStakes.com. We compete for users with numerous enter-and-win and sweepstakes sites and we also compete
for product manufactures with other types of websites where our partner companies advertise their products.



We believe that we will enjoy the following
competitive advantages:



VideoStakes.com provides brands
with a tool to engage users and incentivize them to share the brand content via their social networks. The product showed strong
analytical results in the fourth quarter 2013 test.



Our advertising programs.
We believe our clean and user-friendly websites give us an advantage over certain, more complicated enter-and-win sites.



Our consulting
services offer clients additional benefits to our web related products.



Our Marketing Strategy



We currently market through a number of
channels to promote our non-enter-to-win model and enhance the clean and user-friendly image of our websites and have plans to
market through additional channels as further described below.



Directory Websites



We market our websites by listing our giveaways
on aggregator websites, such as giveawayscoop.com and emperola.com., where giveaway items and websites are gathered to provide
visitors with one-stop information. The listings of our giveaways on aggregator websites are made on both free and paid basis.



Industry Blogs



We plan to identify and strategize to promote
and market our websites on certain blogs.



Organic SEO



We plan to utilize our knowledge accumulated
from communicating with directory websites and blogging communities to select effective keywords and use pay-per-click (PPC) to
have the selected keywords work in our favor to gain traffic.



3





Partner Companies



We plan to work with our partner companies
to promote our websites through their social media outlets. We plan to make template plans that our partner companies can implement
to help drive traffic to our websites.



Social Media



We plan to form marketing strategies to
be implemented on social media platforms.



Traditional Advertising
in Niche Genre



We plan to use traditional advertising
such as print, online and event sponsorship in specific market genres to promote specific giveaways.



Causal Co-Marketing



We plan to partner with charitable organizations
to make donations to create additional incentives for users to participate in our sweepstakes.



Our Customers



We consider our customers to be partner
companies interested in digital marketing online including enhancing user engagement in partner video content and the social sharing
of that content. We are focused on the action and adventure sports brand space and the consumer electronic space which have numerous
brands seeking these marketing goals.



Legal Environment



We are subject to a number of federal and
state laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being
litigated in the courts, and could be interpreted in ways that could harm our business. These laws and regulations may involve
user privacy, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition,
protection of minors, consumer protection, taxation and online payment services. The application and interpretation of these laws
and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate.



We are also subject to federal laws and
regulations regarding privacy and the protection of user data, including The Communications Decency Act of 1996, The Children’s
Online Privacy Protection Act of 1998 and The Electronic Communications Privacy Act of 1986, among others. Many states have passed
laws requiring notification to users when there is a security breach for personal data or the adoption of minimum information security
standards that are often vaguely defined and difficult to implement. The costs of compliance with these laws may increase in the
future as a result of changes in interpretation. Any failure by us to comply with privacy related laws and regulations or our privacy
policy, could expose us to costly or time-consuming proceedings against us by governmental authorities or others, which could harm
our business. Further, any failure by us to adequately protect our users’ privacy and data could result in loss of user confidence
in our product and services and ultimately in a loss of subscribers, which could adversely affect our business.



There are a number of legislative proposals
before Congress and various state legislatures regarding privacy issues related to the Internet generally. We are unable to determine
if and when such legislation may be adopted. If certain proposals were to be adopted, it could have an adverse effect on our business.
In addition, rising concern about the use of social networking technologies for illegal conduct may in the future produce legislation
or other governmental action that could require changes to our product or restrict or impose additional costs upon the conduct
of our business. These regulatory and legislative developments, including excessive taxation, may prevent or significantly limit
our ability to expand our business.



Patent and Trademarks



To establish and protect our proprietary
rights, we rely on a combination of confidentiality agreements and other contractual rights. At this time, we do not have any trademarks
or patents related to our current business.



Employees



As of December 2013, we had two employees
both of whom are employed on a full-time basis.



4







| | ITEM1A. | RISK
                                         FACTORS
| | ------- | -----------------------------------------------------



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



| | ITEM 1B. | UNRESOLVED STAFF COMMENTS
| | -------- | -------------------------



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



| | ITEM2. | PROPERTIES
| | ------ | ----------



Our principal executive office is located
at 545 Second Street #6, Encinitas, CA 92024. We lease approximately 658 square feet of office space on a month-to-month basis,
and our office rental expense on a monthly basis is approximately $1,344. The leased facilities are fully utilized and adequate
for our current operations.



| | ITEM 3. | LEGAL
PROCEEDINGS
| | ------- | -----------------



None.



| | ITEM
                          4. | MINE
                                         SAFETY DISCLOSURES
| | --------------------------------- | ----------------------------------------------------------------



Not applicable.



PART
II



| | ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
| | ------- | ------------------------------------------------------------------------------------------------------------



Market Information



Our common stock has traded on the OTC
Bulletin Board under the symbol “SWCB” since August 13, 2010. Beginning September 2012, our symbol was changed to “FBTN”.
The following table sets forth the range of the quarterly high and low bid price information for fiscal years 2012 and 2013 as
reported by the OTC Bulletin Board.





|               |  | High Bid*  ($) |  | Low Bid* ($)
|-------------- |  | -------------- |  | ------------
|2013           |  |                |  |             
|First Quarter  |  | 0.66           |  | 0.30        
|Second Quarter |  | 0.69           |  | 0.42        
|Third Quarter  |  | 0.89           |  | 0.51        
|Fourth Quarter |  | 0.89           |  | 0.61        
|2012           |  |                |  |             
|First Quarter  |  | **             |  | **          
|Second Quarter |  | **             |  | **          
|Third Quarter  |  | 0.44           |  | 0.40        
|Fourth Quarter |  | 0.64           |  | 0.41        



* The quotations of the closing prices
reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.



**The Company effected a 15:1 stock split
on September 26, 2012. Adjusted high and low bid information is not available prior to this date.



5





The market price of our common stock is
subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market,
and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or
projected performance.



Holders



As of April 11, 2014, there were 31 holders
of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name
through various brokerage firms.



Dividend Policy



We have never declared or paid dividends
on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend
to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination
to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including
applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our
board of directors.



Equity Compensation Plan Information



See the “Equity Compensation Plan
Information” table in Item 12 of this Annual Report on Form 10-K.



Recent Sales of
Unregistered Securities



All
sales of unregistered securities of the Company during fiscal year 2013 have previously been reported by the Company on our Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K filed with the Commission.



There
were no repurchase of equity securities made by the Company during the fourth quarter of fiscal year 2013.



| | ITEM 6. | SELECTED
FINANCIAL DATA
| | ------- | -----------------------



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



| | ITEM 7. | MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| | ------- | -------------------------------------------------------------------------------------



This Management’s Discussion and
Analysis of Financial Condition and Results of Operations is intended to provide a reader of 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 audited consolidated
financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.”
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



FreeButton, Inc. is a developer of Internet-based, immersive
advertising and marketing solutions for businesses.



We operate VideoStakes.com, a b2b and b2c consumer engagement
and social sharing platform, which incentivizes Internet users with prizes to engage in brand video content and share it though
social networks.



Additionally, we offer digital and internet consulting services
assisting customers in optimizing content. We specialize in search engine marketing and optimization, display advertising, social
media marketing, affiliate programs and networks, site optimization, email programs and analytics.



6





Plan of Operations



During the next 12 months we plan to
operate and further market our engagement and social sharing website tool, VideoStakes.com as well as operate and further market
out digital consulting group via our corporate website FreeButtonInc.com.



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



Our Chief Operating Officer, Dallas Steinberger,
is responsible for our website construction and assists with marketing and generating traffic to our websites.



Going Concern



Our auditor has indicated in their reports
on our financial statements for the fiscal years ended December 31, 2013, that conditions exist that raise substantial doubt about
our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise
additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations
through the sale of debt or equity securities.



Results of Operations



Fiscal Year Ended December 31, 2013 compared to Fiscal Year
Ended December 31, 2012



Revenue.We generated $5,000
or revenue during the fiscal year ended December 31, 2013 and no revenue during the fiscal year ended December 31, 2012.



Operating Expenses.Total
expenses for the fiscal year ended December 31, 2013 were $312,631 resulting in an operating loss for the fiscal year of $307,631
as compared to total expenses of $122,973 resulting in an operating loss of $122,973 for the fiscal year ended December 31, 2012.
The operating loss for the fiscal year ended December 31, 2013 is a result of office and general expenses in the amount of $94,182,
management fee of $132,500, marketing expenses of $29,119 and professional fees in the amount of $56,830 as compared to office
and general expenses in the amount of $29,218, management fee of $45,000, marketing expenses of $10,884 and professional fees in
the amount of $37,871 for the fiscal year ended December 31, 2012.The increase in office and general
expenses from fiscal year 2012 to fiscal year 2013 was due to expenses related to servicing our former website FreeButton.com and
constructing, launching, testing and operating VideoStakes.com. The increase in management fees from fiscal year 2012 to fiscal
year 2013 described above was due to the increased management time needed to manage the acquisition of the Assets from Media Rhythm
and the and negotiation of the Exclusive Distribution Agreement, dated October 22, 2013, by and among the Company, James Lynch,
Dallas James Steinberger and Rivalfly National Network, LLC, a copy of which is filed as Exhibit 10.2 to this Annual Report on
Form 10-K and incorporated herein by reference.



Interest expense for the year ended
December 31, 2013, was $23,014 compared to interest expense for the year ended December 31, 2012, in the amount of $3,768.
Interest expense principally consists of interest on the convertible promissory notes issued by the Company as previously
discussed in our Quarterly Reports on Forms 10-Q for the quarters ended March 30, 2013 and June 30, 2013. Discontinued
operations for the year ended December 31, 2013, was $3,818 compared to discontinued operations for the year ended December
31, 2012, in the amount of $0. Discontinued operations primarily consisted of gain from the operations of Media Rhythm, the
Assets of which were sold on March 5, 2014, as discussed in Item 1 – Business” above and Note 7 to the Financial Statements filed
herewith.



7





Capital Resources
and Liquidity



As of December 31, 2013, we had $85,906
of cash compared to $21,674 of cash for the year ended December 31, 2012. 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 only $5,000 of revenue from its business operations and has incurred operating losses since inception
of $528,051. As at December 31, 2013, the Company has a working capital deficit of $340,325.



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 marketing and professional
and administrative expenses as well expenses associated with maintaining our filings with the Commission. 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.



In the event we seek to raise additional
capital through the issuance of debt or its equivalents, this will result in increased interest expense. 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. 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 inability 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 funds, 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 a current or future effect on the business,
financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures
and/or capital resources.



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.



| | ITEM 7A. | QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| | -------- | ----------------------------------------------------------



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



| | ITEM 8. | FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
| | ------- | -------------------------------------------



The full text of the Company's audited
consolidated financial statements for the fiscal years ended December 31, 2013 and 2012, begins on page F-1 of this Annual Report
on Form 10-K.



8





| | ITEM 9. | CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
| | ------- | ------------------------------------------------------------------------------------



None.



| | ITEM 9A. | CONTROLS
AND PROCEDURES
| | -------- | -----------------------



Evaluation of
Disclosure Controls and Procedures



Our management, including our chief executive
officer and chief financial 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 December 31, 2013. Our management does not expect that our disclosure controls
and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.



Based on the evaluation as of December
31, 2013, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure
controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, and 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.



Management's Annual
Report on Internal Control Over Financial Reporting.



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to,
in general, provide reasonable assurance to our management and the Board regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, but because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.



Our chief executive officer and chief financial
officer evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013, and based on that
evaluation they concluded that our internal control over financial reporting was not effective.



The framework used by management in making
that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that re-evaluation due to material weakness
identified below, our management, including our chief executive officer and chief financial officer, concluded that our disclosure
controls and procedures were not effective as of December 31, 2013 to ensure that information required to be disclosed in our Exchange
Act reports was (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure, because of material weaknesses in our internal controls over financial reporting.



A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
In its assessment of the effectiveness of internal control our financial reporting as of December 31, 2013, the Company determined
that the following items constituted a material weakness:



| | · | 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.
| | - | ----------------------------------------------------------------------------------------------------------



9





Our management believes that the material
weaknesses set forth in the last two items listed above did not have an effect on our financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in
ineffective oversight in the establishment and monitoring of required internal controls and procedures which 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.



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, as necessary and as funds
allow.



Changes in Internal
Control over Financial Reporting



There were no changes that have affected,
or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or
15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2013.



| | ITEM 9B. | OTHER
INFORMATION
| | -------- | -----------------



None.



PART
III



| | ITEM 10. | DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| | -------- | ------------------------------------------------------



Our executive officers and sole director
are as follows:



|Name                         | Age | Position                                                          
|---------------------------- | --- | ------------------------------------------------------------------
|James Edward Lynch, JR. (1)  | 46  | President, Chief Executive Officer, Secretary, and Director       
|Dallas James Steinberger (2) | 29  | Chief Operating Officer, Vice President and Treasury, and Director



(1) Mr. Lynch was appointed as President,
Chief Executive Officer and Secretary and a director of the Company on August 2, 2012, upon the closing of the change of control
as further described in Item 1 of this Annual Report on Form 10-K.



(2) Mr. Steinberger was appointed as Vice
President and Treasury and a director of the Company on August 2, 2012, upon the closing of the change of control as further described
in Item 1 of this Annual Report on Form 10-K.



James Edward Lynch,
Jr.



Mr. Lynch has 17 years business and managerial
experience in advertising and media industry. In November 2009, James launched a boutique sales and consulting firm, Media Rhythm,
representing various media properties including over 30 magazines (Surfer, Motor Trend, Surfing, Automobile, Hot Rod, Powder, Snowboarder,
Alert Diver, Shutterbug, just to name a few), 30 websites, and 20 sponsor-able events. This firm also operates as an apparel sales
rep firm and consulting group. In the past 13 years, Mr. Lynch also served as the Vice President of national sales at Action Sports
Group, managing 7 Magazines, 12 websites, 14 events, and multiple employees. Throughout his career, Mr. Lynch has created and implemented
integrated advertising and marketing programs in online, print, and event media properties.



The Board considers Mr. Lynch’s experience
in advertising and media industry and skills in management, strategy and implementation qualify him to serve as a member of the
Board.



As discussed above in “Item 1
– Business” previously disclosed in our Current Report on Form 8-K filed with the Commission on August 1, 2013,
on July 11, 2013, the Company entered into an Assets and Business Acquisition Agreement with Media Rhythm to acquire all of
the assets in connection with the business of Media Rhythm and, subsequently, on March 5, 2014, the Company and Media Rhythm
entered into the Second Agreement, whereby the Company sold, transferred and assigned to Media Rhythm all of the Media
Assets.



10





Dallas James Steinberger



Mr. Steinberger has been involved in online
business for the last ten years, from online brand development, marketing and social networking to coding, design and implementation
of multiple sites. He has been an independent web design studio owner and managed the online presence for Action Sports Group,
a major publisher of action sports magazines. From 2008 to 2011 while working at Action Sports Group as the Senior Web Producer,
he managed the content creation and online publishing schedule for ten magazine sites including Surfermag.com, Powdermag.com and
Bikemag.com. From 2008 to 2011 he also worked for Source Interlink Media as a Digital Content Manager. From 2011 to 2012 he worked
for Apple, Inc. as a retail sales person.



The Board considers Mr. Steinberger’s
experience in online marketing qualifies him to serve as a member of the Board.



Term of Office



Our directors are appointed for a one-year
term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our
bylaws. Our officers are appointed by our Board and hold office until their resignation or removal by the Board.



There are no arrangements or understandings
between Mr. Lynch and Mr. Steinberger and any other person pursuant to which Mr. Lynch and Mr. Steinberger were selected as a director
or executive officer.



Family Relationships



There are no family relationships between
any of our directors or executive officers.



Other Directorships



Other than as disclosed above, during the
last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant
to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment
company under the Investment Company Act of 1940.



Involvement in Legal
Proceedings



To our knowledge, there have been no material
legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to
an evaluation of the ability or integrity of any of our directors or executive officers.



Potential Conflicts
of Interest



We are not aware of any current or potential
conflicts of interest with our director or executive officers.



Board Committees



We have not formed an Audit Committee,
Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors
performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board
of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee
financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit
committee financial expert at this time.



11





Section 16(a) Beneficial
Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities, to file
reports of ownership and changes in ownership with the SEC and are required to furnish us with copies of these reports. Based solely
on our review of the reports filed with the SEC, we believe that all persons subject to Section 16(a) of the Exchange Act timely
filed all required reports in 2013.



Code of Ethics



We currently do not have a code of ethics
that applies to our Chief Executive Officer, however, we are in the process of formulating a code of ethics and intend to adopt
one in the near future.



| | ITEM 11. | EXECUTIVE
COMPENSATION
| | -------- | ----------------------



Summary Compensation
Table



The following summary compensation table
sets forth all compensation awarded to, earned by, or paid to, the named persons, during the years ended December 31, 2013 and
2012 as our only named executive officer:



Summary Compensation of Named Executive
Officers



|Name and Principal Position                                        |  | Fiscal Year |  | Salary ($) |   |  | Bonus ($) |  |   | Stock Awards  ($) |  |  | Option Awards  ($) |  |  | All Other Compensation ($) |   |  | Total  ($) | 
|------------------------------------------------------------------ |  | ----------- |  | ---------- | - |  | --------- |  | - | ----------------- |  |  | ------------------ |  |  | -------------------------- | - |  | ---------- | 
|James Edward Lynch, Jr.                                            |  | 2013        |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 
|President, Chief Executive Officer, Secretary                      |  | 2012(1)     |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 
|Dallas James Steinberger                                           |  | 2013        |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 
|Chief Operating Officer, Vice President and Treasurer              |  | 2012(2)     |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 
|Anthony Pizzacalla(5)                                              |  | 2013        |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 
|Former President, Chief Financial Officer, Secretary and Treasurer |  | 2012        |  |            | – |  |           |  | – |                   |  |  | –                  |  |  |                            | – |  |            | 



| | (1) | Represents Mr. Lynch’s compensation from August 2, 2012 through December 31, 2012.
| | --- | ----------------------------------------------------------------------------------

| | (2) | Represents Mr. Steinberger’s compensation from August 2, 2012 through December 31, 2012.
| | --- | ----------------------------------------------------------------------------------------

| | (3) | Represents management fee paid to Mr. Lynch.
| | --- | --------------------------------------------

| | (4) | Represents management fee paid to Mr. Steinberger.
| | --- | --------------------------------------------------

| | (5) | Mr. Pizzacalla served as our President, Chief Financial Officer, Secretary and Treasurer since inception and resigned as from
such position on August 2, 2012 upon the closing of the change of control as further described in Item 1 of this Annual Report
on Form 10-K. Mr. Pizzacalla’s resignation was not a result of any disagreement with the Company on any matters relating
to the Company’s operations, policies (including accounting or financial policies) or practices.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12





Outstanding Equity
Awards at Fiscal Year End



None of our executive officers received
any equity awards, including, options, restricted stock, performance awards or other equity incentives during the fiscal year ended
December 31, 2013 and 2012.



Compensation of
Directors



During the fiscal years ended December
31, 2013 and 2012, the former sole director Anthony Pizzacalla and the current directors James Edward Lynch, Jr. and Dallas James
Steinberger did not receive any compensation solely for services as a director.



Our directors James Edward Lynch, Jr. and
Dallas James Steinberger will not receive any compensation solely for services as a director. It is our current policy that our
directors are reimbursed for reasonable out-of-pocket expenses incurred in attending each board of directors meeting or meeting
of a committee of the board of directors.



Compensation Committee
Interlocks and Insider Participation



During fiscal years 2013 and 2012, we did
not have a standing compensation committee. Our Board was responsible for the functions that would otherwise be handled by the
compensation committee. Our two sole directors conducted deliberations concerning executive officer compensation, including directors
who were also executive officers.



| | ITEM 12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ----------------------------------------------------------------------------------------------



The following table sets forth certain
information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer,
(ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more
of the outstanding common stock of the Company as of April 11, 2014.



Beneficial ownership is determined in accordance
with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly
or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial
ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage
of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire
within 60 days of April 11, 2014 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership. Unless otherwise indicated below, the address of each person listed in the table below is
c/o 545 Second Street #6, Encinitas, CA 92024.



|Name and Address of Beneficial Owner                                                    |  | Amount and Nature of Beneficial Ownership Common Stock (1)
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------------------
|Directors and Officers                                                                  |  | No. of Shares                                             
|James Edward Lynch, Jr.  President, Chief Executive Officer and Secretary, and Director |  | 10,800,000                                                
|Dallas James Steinberger  Vice President and Treasurer, and Director                    |  | 10,800,000                                                
|All officers and directors as a group (2 persons)                                       |  | 21,600,000                                                



| | (1) | Based on 33,844,260 shares of common stock issued and outstanding as of April 11, 2014. Each of
Mr. Lynch and Mr. Steinberger has sole beneficial ownership of the shares held by such individual.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13





EQUITY COMPENSATION PLAN INFORMATION



The following table summarizes the securities
authorized for issuance under equity compensation plans as of December 31, 2013.



|Plan Category                                          |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |  | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |  | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |  | (a)                                                                                         |  | (b)                                                                         |  | (c)                                                                                                                                       
|Equity compensation plans approved by shareholders (1) |  | 7,000                                                                                       |  | $  –                                                                        |  | 3,493,000                                                                                                                                 
|Equity compensation plans not approved by shareholders |  | –                                                                                           |  | $  –                                                                        |  | -                                                                                                                                         
|Total                                                  |  | 7,000                                                                                       |  | $  –                                                                        |  | 3,493,000                                                                                                                                 



(1) 7,000 shares of restricted stock were
issued to three consultants in exchange for services pursuant to the Company’s 2013 Equity Incentive Award Plan. There
are no options, warrants or other rights outstanding.



| | ITEM 13. | CERTAIN
RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
| | -------- | -------------------------------------------------------------------------



Transactions with
Related Persons



The following sets forth a summary of transactions
since the beginning of the fiscal year of 2013, or any currently proposed transaction, in which the Company was to be a participant
and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets
at year end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material
interest (other than compensation described under “Executive Compensation” above). We believe the terms obtained or
consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.



| | · | As discussed above in “Item 1 –Business” previously disclosed in our Current
Reports on Form 8-K filed with the Commission on August 1, 2013 and March 28, 2014, respectively, on July 11, 2013, the Company
entered into an Assets and Business Acquisition Agreement with Media Rhythm to acquire all of the assets in connection with the
business of Media Rhythm and, subsequently, on March 5, 2014, the Company and Media Rhythm entered into the Second Agreement, whereby
the Company sold, transferred and assigned to Media Rhythm all of the Media Assets.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | At December 31, 2012, loan from our director and President, Chief Executive Officer, Secretary,
James Edward Lynch, Jr., to the Company, amounted to $4,072. The loan is unsecured and non- interest-bearing with no set terms
of repayment.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | During the fiscal year ended December 31, 2012, the Company paid a total of $45,000 of management
fees to two officers James Edward Lynch, Jr. and Dallas James Steinberger. During the fiscal year ended December 31, 2013, the
Company paid a total of $132,500 of management fees to two officers James Edward Lynch, Jr. and Dallas James Steinberger.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | On June 26, 2012, our former President, Chief Financial Officer, Secretary and Treasurer, Anthony
Pizzacalla, forgave the debts owed to him by the Company in an amount of $54,742.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14





Policies and Procedures
for Review, Approval or Ratification of Transactions with Related Persons



We expect to prepare and adopt a written
related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration
and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person
transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)
in which we and any “related person” are participants involving an amount that exceeds $120,000 or one percent of the
average of the Company’s total assets at the year-end for 2011 and 2010. Transactions involving compensation for services
provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy.
A related person will be any executive officer, director or a holder of more than five percent of our common stock, including any
of their immediate family members and any entity owned or controlled by such persons.



We anticipate that, where a transaction
has been identified as a related-person transaction, the policy will require management to present information regarding the proposed
related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another
independent body of our Board) for consideration and approval or ratification. Management’s presentation will be expected
to include a description of, among other things, the material facts, the direct and indirect interests of the related persons,
the benefits of the transaction to us and whether any alternative transactions are available.



To identify related-person transactions
in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders.
In considering related-person transactions, our Board will take into account the relevant available facts and circumstances including,
but not limited to:



| | · | the risks, costs and benefits to us;
| | - | ------------------------------------



| | · | the effect on a director’s independence in the event the related person is a director, immediate
family member of a director or an entity with which a director is affiliated;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the terms of the transaction;
| | - | -----------------------------



| | · | the availability of other sources for comparable services or products; and
| | - | --------------------------------------------------------------------------



| | · | the terms available to or from, as the case may be, unrelated third parties or to or from our employees
generally.
| | - | ------------------------------------------------------------------------------------------------------------------



We also expect that the policy will require
any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested
director is involved.



Director Independence



James Edward Lynch, Jr. and Dallas James
Steinberger, the members of our Board, are not independent using the definition of independence under the applicable NASDAQ listing
standards and the standards established by the Commission.



| | ITEM 14. | PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
| | -------- | ---------------------------------------



Fees paid to PLS
CPA



The following table shows the aggregate
fees we paid for professional services provided to us by PLS CPA for 2013 and 2012:



|                   |  | 2013 |        |  | 2012 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 12,800 |  |      | $
|Audit-Related Fees |  |      | 0      |  |      |  
|Tax Fees           |  |      | 0      |  |      |  
|All Other Fees     |  |      | 0      |  |      |  
|                   |  |      |        |  |      |  
|Total              |  | $    | 12,800 |  |      | $





15





Audit Fees



For the fiscal years ended December 31,
2013 and 2012, we paid approximately $12,800 and $10,000, respectively, for professional services rendered for the audit and review
of our financial statements.



Audit Related Fees



For the fiscal years ended December 31,
2013 and 2012, we paid approximately $0 and $0 respectively, for audit related services.



Tax Fees



For our fiscal years ended December 31,
2013 and 2012, we paid $0 and $0 respectively, for professional services rendered for tax compliance, tax advice, and tax planning.



All Other Fees



We did not incur any other fees related
to services rendered by our independent registered public accounting firm for the fiscal years ended December 31, 2013 and 2012.



The SEC requires that before our independent
registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement
be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established
by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee
is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities
to management.



We do not have an Audit Committee. Our
Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees
paid during 2013 and 2012 were pre-approved by our Board.



PART
IV



| | ITEM 15. | EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
| | -------- | ---------------------------------------



Please see the “Exhibit Index,”
which is incorporated herein by reference, following the signature page for a list of our exhibits.







16





SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|Dated: April 15, 2014 | FREEBUTTON, INC.                                                                                                                                                                        
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      | 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)



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Signature                           | Title                                                          | Date          
|----------------------------------- | -------------------------------------------------------------- | --------------
|/s/ James Edward Lynch,
        Jr. | President, Chief Executive Officer and Secretary, and Director | April 15, 2014
|James Edward Lynch, Jr.             | (Principal Executive Officer and Principal Accounting Officer) |               
|/s/ Dallas James Steinberger        | Vice President and Treasurer, and Director                     | April 15, 2014
|Dallas James Steinberger            |                                                                |               







17





EXHIBIT INDEX



| | 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 the
Company’s 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 the Company’s Annual Report on Form 10-K filed on April 16, 2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.1 | Stock Purchase Agreement dated August 2, 2012 among the Company, Anthony Pizzacalla, James Edward
Lynch, Jr. and Dallas James Steinberger, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed on August 3, 2012.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.2 | Asset and Business Acquisition Agreement dated July 11, 2013 by and between the Company and Media
Rhythm Group, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August
1, 2013.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Exclusive Distribution Agreement dated October 22, 2013 by and among the Company, James Lynch,
Dallas James Steinberger and Rivalfly National Network, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed on November 19, 2013.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.4 | Asset Purchase Agreement dated March 5, 2013 by and between the Company and Media Rhythm Group,
Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2013.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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
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101.LAB* XBRL Taxonomy Extension Label
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101.PRE* XBRL Taxonomy Extension Presentation
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+In accordance with the SEC Release 33-8238,
deemed being furnished and not filed.





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









18







FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage
Company)



FINANCIAL STATEMENTS

(Audited)

December 31, 2013









|REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM | F-2
|------------------------------------------------------- | ---
|                                                        |    
|BALANCE SHEETS                                          | F-3
|                                                        |    
|STATEMENTS OF OPERATIONS                                | F-4
|                                                        |    
|STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)            | F-5
|                                                        |    
|STATEMENTS OF CASH FLOWS                                | F-6
|                                                        |    
|NOTES TO FINANCIAL STATEMENTS                           | F-7





F-1













Report of Independent
Registered Public Accounting Firm





To
the Board of Directors and Stockholders

Freebutton
Inc.







We
have audited the accompanying balance sheets of Freebutton, Inc. (A Development Stage “Company”) as of December 31,
2013 and 2012 and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then
ended December 31, 2013 and 2012, and for the period from November 27, 2006 (inception) to December 31, 2013. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Freebutton, Inc. as of December 31, 2013 and 2012,
and the result of its operations and its cash flows for the years then ended December 31, 2013 and 2012, and for the period from
November 27, 2006 (inception) to December 31, 2013 in conformity with U.S. generally accepted accounting principles.



The financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the
Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.







/s/PLS
CPA

____________________

PLS
CPA, A Professional Corp.



April
15, 2014

San
Diego, CA. 92111







F-2







FREEBUTTON, INC.

(A Development Stage Company)

BALANCE SHEETS

(Audited)



|                                                                                                                                                                                         |  | December 31, 2013 |          |   | December 31, 2012 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|ASSETS                                                                                                                                                                                  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|CURRENT ASSETS                                                                                                                                                                           |  |                   |          |   |                   |  
|Cash                                                                                                                                                                                     |  | $                 | 85,906   |   |                   | $
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL CURRENT ASSETS                                                                                                                                                                     |  |                   | 85,906   |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|FIXED ASSETS                                                                                                                                                                             |  |                   |          |   |                   |  
|Office Equipment, Net                                                                                                                                                                    |  |                   | 3,101    |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|OTHER ASSETS                                                                                                                                                                             |  |                   |          |   |                   |  
|Web Development Costs                                                                                                                                                                    |  |                   | 18,845   |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL OTHER ASSETS                                                                                                                                                                       |  |                   | 18,845   |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL  ASSETS                                                                                                                                                                            |  | $                 | 107,852  |   |                   | $
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                           |  |                   |          |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                                      |  |                   |          |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                                 |  | $                 | 39,241   |   |                   | $
|Due to related party (Note 4)                                                                                                                                                            |  |                   | –        |   |                   |  
|Convertible Promissory Notes (Note 5)                                                                                                                                                    |  |                   | 315,240  |   |                   |  
|Other liability                                                                                                                                                                          |  |                   | 71,750   |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                |  |                   | 426,231  |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL LIABILITIES                                                                                                                                                                        |  |                   | 426,231  |   |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                           |  |                   |          |   |                   |  
|Capital stock (Note 3) Authorized 75,000,000 shares of common stock,
    $0.001 par value, Issued and outstanding 33,807,000 shares of common stock (December 31, 2012 –33,300,000
    ) |  |                   | 33,807   |   |                   |  
|Additional paid-in capital                                                                                                                                                               |  |                   | 175,865  |   |                   |  
|Deficit accumulated during the development stage                                                                                                                                         |  |                   | (528,051 | ) |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                    |  |                   | (318,379 | ) |                   |  
|                                                                                                                                                                                         |  |                   |          |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                     |  | $                 | 107,852  |   |                   | $



Going Concern (Note 1)



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



F-3







FREEBUTTON, INC.

(A Development Stage Company)



STATEMENTS OF OPERATIONS

(Audited)





|                                                           |  | Year ended December 31, 2013 |            |   | Year ended December 31, 2012 |   |             | November 27, 2006 (inception) to December 31, 2013 | 
|---------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---------------------------- | - | ----------- | -------------------------------------------------- | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|REVENUE                                                    |  | $                            | 5,000      |   |                              | $ | –           |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|EXPENSES                                                   |  |                              |            |   |                              |   |             |                                                    | 
|Office and general                                         |  | $                            | 94,182     |   |                              | $ | 29,218      |                                                    | 
|Management fee                                             |  |                              | 132,500    |   |                              |   | 45,000      |                                                    | 
|Marketing expenses                                         |  |                              | 29,119     |   |                              |   | 10,884      |                                                    | 
|Professional fees                                          |  |                              | 56,830     |   |                              |   | 37,871      |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|TOTAL EXPENSES                                             |  |                              | (312,631   | ) |                              |   | (122,973    | )                                                  | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|NET OPERATING LOSS                                         |  |                              | (307,631   | ) |                              |   | (122,973    | )                                                  | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|OTHER INCOME (EXPENSES)                                    |  |                              |            |   |                              |   |             |                                                    | 
|Exchange loss                                              |  |                              | –          |   |                              |   | –           |                                                    | 
|Loan interest                                              |  |                              | (23,014    | ) |                              |   | (3,768      | )                                                  | 
|Gain (loss) on debt settlement                             |  |                              | –          |   |                              |   | 10,000      |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|TOTAL OTHER INCOME (EXPENSES)                              |  |                              | (23,014    | ) |                              |   | 6,232       |                                                    | 
|INCOME (LOSS) FROM CONTINUING OPERATIONS                   |  |                              | (330,645   | ) |                              |   | 6,232       |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|DISCONTINUED OPERATIONS                                    |  |                              |            |   |                              |   |             |                                                    | 
|Gain from operations of Media Rhythm                       |  |                              | 3,818      |   |                              |   | –           |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|NET LOSS                                                   |  | $                            | (326,827   | ) |                              | $ | (116,741    | )                                                  | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|                                                           |  |                              |            |   |                              |   |             |                                                    | 
|BASIC LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS     |  | $                            | (0.00      | ) |                              | $ | (0.00       | )                                                  | 
|BASIC LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS   |  | $                            | (0.00      | ) |                              | $ | (0.00       | )                                                  | 
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC |  |                              | 33,525,104 |   |                              |   | 111,791,803 |                                                    | 





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





F-4





FREEBUTTON, INC.

(A Development Stage Company)



STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)

FOR THE PERIOD FROM NOVEMBER 27, 2006
(INCEPTION) TO DECEMBER 31, 2013

(Audited)



|                                                                           |  |  | Common Stock     |   |  |   | Additional |   |  |   | Share           |   |  |   | Deficit Accumulated During the |   |  |   |                   |  
|-------------------------------------------------------------------------- |  |  | ---------------- | - |  | - | ---------- | - |  | - | --------------- | - |  | - | ------------------------------ | - |  | - | ----------------- | -
|                                                                           |  |  | Number of shares |   |  |   | Amount     |   |  |   | Paid-in Capital |   |  |   | Subscription Receivable        |   |  |   | Development Stage |  
|Common shares issued for cash – at $0.0000666 per share, December 15, 2006 |  |  | 105,000,000      |   |  | $ | 105,000    |   |  | $ | (98,000         | ) |  |   |                                |   |  |   |                   |  
|Share subscription receivable                                              |  |  | –                |   |  |   | –          |   |  |   |                 |   |  |   | (7,000                         | ) |  |   |                   |  
|Net loss for the year ended December 31, 2006                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (953              | )
|Balance, December 31, 2006                                                 |  |  | 105,000,000      |   |  |   | 105,000    |   |  |   | (98,000         | ) |  |   | (7,000                         | ) |  |   | (953              | )
|Subscription received, March 5, 2007                                       |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | 7,000                          |   |  |   | –                 |  
|Net loss for the year ended December 31, 2007                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (7,739            | )
|Balance, December 31, 2007                                                 |  |  | 105,000,000      |   |  |   | 105,000    |   |  |   | (98,000         | ) |  |   | –                              |   |  |   | (8,692            | )
|Common shares issued for cash – at $0.001666 per share                     |  |  | 9,300,000        |   |  |   | 9,300      |   |  |   | 6,200           |   |  |   | –                              |   |  |   | –                 |  
|Common shares issued for cash – at $0.0000666 per share                    |  |  | 45,000,000       |   |  |   | 45,000     |   |  |   | (42,000         | ) |  |   | –                              |   |  |   | –                 |  
|Net loss for the year ended December 31, 2008                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (16,944           | )
|Balance, December 31, 2008                                                 |  |  | 159,300,000      |   |  |   | 159,300    |   |  |   | (133,800        | ) |  |   | –                              |   |  |   | (25,636           | )
|Net loss for the year ended December 31, 2009                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (20,948           | )
|Balance, December 31, 2009                                                 |  |  | 159,300,000      |   |  |   | 159,300    |   |  |   | (133,800        | ) |  |   | –                              |   |  |   | (46,584           | )
|Net loss for the year ended December 31, 2010                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (19,650           | )
|Balance, December 31, 2010                                                 |  |  | 159,300,000      |   |  |   | 159,300    |   |  |   | (133,800        | ) |  |   | –                              |   |  |   | (66,234           | )
|Net loss for the year ended December 31, 2011                              |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (18,249           | )
|Balance, December 31, 2011                                                 |  |  | 159,300,000      |   |  |   | 159,300    |   |  |   | (133,800        | ) |  |   |                                |   |  |   | (84,483           | )
|Debt forgiveness by related party (Note 3)                                 |  |  | –                |   |  |   | –          |   |  |   | 54,742          |   |  |   | –                              |   |  |   | –                 |  
|Shares cancelled – August 15, 2012 (Note 3)                                |  |  | (126,000,000     | ) |  |   | (126,000   | ) |  |   | 126,000         |   |  |   | –                              |   |  |   | –                 |  
|Net loss for the period ended December 31, 2012                            |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (116,741          | )
|Balance, December 31, 2012                                                 |  |  | 33,300,000       |   |  |   | 33,300     |   |  |   | 46,942          |   |  |   | –                              |   |  |   | (201,224          | )
|Common shares issued for services (Note 3)                                 |  |  | 7,000            |   |  |   | 7          |   |  |   | 4,423           |   |  |   | –                              |   |  |   | –                 |  
|Common shares issued for cash at $0.25                                     |  |  | 500,000          |   |  |   | 500        |   |  |   | 124,500         |   |  |   | –                              |   |  |   | –                 |  
|Net loss for period ended December 31, 2013                                |  |  | –                |   |  |   | –          |   |  |   | –               |   |  |   | –                              |   |  |   | (326,827          | )
|Balance, December 31, 2013                                                 |  |  | 33,807,000       |   |  | $ | 33,807     |   |  | $ | 175,865         |   |  | $ | –                              |   |  | $ | (528,051          | )



All share amounts have been restated to
reflect the 15:1 forward split on August 22, 2012.

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



F-5







FREEBUTTON, INC.

(A Development Stage
Company)



STATEMENTS OF CASH
FLOWS

(Audited)

|                                                                            |  | Year ended December 31, 2013 |          |   | Year ended December 31, 2012 |   |          | November 27, 2006 (inception) to December 31, 2013 | 
|--------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | ---------------------------- | - | -------- | -------------------------------------------------- | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|OPERATING ACTIVITIES                                                        |  |                              |          |   |                              |   |          |                                                    | 
|Net loss for the period                                                     |  | $                            | (326,827 | ) |                              | $ | (116,741 | )                                                  | 
|Gain(loss) from discontinued operations                                     |  |                              | 3,818    |   |                              |   | –        |                                                    | 
|Loss from continuing operating                                              |  |                              | (330,645 | ) |                              |   | (116,741 | )                                                  | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                              |          |   |                              |   |          |                                                    | 
|Gain on debt settlement                                                     |  |                              |          |   |                              |   | (10,000  | )                                                  | 
|Depreciation expenses                                                       |  |                              | 913      |   |                              |   | 208      |                                                    | 
|Common stock issued for service                                             |  |                              | 4,430    |   |                              |   | –        |                                                    | 
|Changes in operating assets and liabilities:                                |  |                              |          |   |                              |   |          |                                                    | 
|Increase (decrease) in accounts payables and accrued liabilities            |  |                              | 22,897   |   |                              |   | (6,300   | )                                                  | 
|Increase in other liability                                                 |  |                              | 71,750   |   |                              |   |          |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|NET CASH USED IN CONTINUED OPERATING ACTIVITIES                             |  |                              | (230,655 | ) |                              |   | (132,833 | )                                                  | 
|NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES                      |  |                              | 3,719    |   |                              |   | –        |                                                    | 
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                              | (226,936 | ) |                              |   | (132,833 | )                                                  | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|INVESTING ACTIVITIES                                                        |  |                              |          |   |                              |   |          |                                                    | 
|Furniture and Equipment                                                     |  |                              | –        |   |                              |   | (4,122   | )                                                  | 
|Web development costs and acquisitions                                      |  |                              | –        |   |                              |   | (18,845  | )                                                  | 
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                              | –        |   |                              |   | (22,967  | )                                                  | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|CASH FLOW FROM FINANCING ACTIVITIES                                         |  |                              |          |   |                              |   |          |                                                    | 
|Proceeds on sale of common stock                                            |  |                              | 125,000  |   |                              |   | –        |                                                    | 
|Proceed from issuance of convertible promissory note                        |  |                              | 170,240  |   |                              |   | 145,000  |                                                    | 
|Proceeds from related parties                                               |  |                              | (4,072   | ) |                              |   | 32,472   |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                              | 291,168  |   |                              |   | 177,472  |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|NET INCREASE (DECREASE) IN CASH                                             |  |                              | 64,233   |   |                              |   | 21,672   |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|CASH, BEGINNING                                                             |  |                              | 21,674   |   |                              |   | 2        |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|CASH, ENDING                                                                |  | $                            | 85,906   |   |                              | $ | 21,674   |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|SUPPLEMENTAL CASH FLOW INFORMATION                                          |  |                              |          |   |                              |   |          |                                                    | 
|Cash paid during the period for:                                            |  |                              |          |   |                              |   |          |                                                    | 
|Interest                                                                    |  | $                            | 3,719    |   |                              | $ | –        |                                                    | 
|Income taxes                                                                |  | $                            | –        |   |                              | $ | –        |                                                    | 
|                                                                            |  |                              |          |   |                              |   |          |                                                    | 
|Non-cash investing and financing activities                                 |  |                              |          |   |                              |   |          |                                                    | 
|Promissory note issued for assets and business acquisition                  |  | $                            | 371,895  |   |                              | $ | –        |                                                    | 
|Common stock issued for service                                             |  | $                            | 4,430    |   |                              | $ | –        |                                                    | 
|Debt forgiveness of related party                                           |  | $                            | –        |   |                              | $ | 54,742   |                                                    | 





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





F-6





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION








FreeButton, Inc. (the “Company”
or “FreeButton”) 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 $5,000
in revenue from its business operations and has incurred operating losses since inception of $528,051. As at December 31, 2013,
the Company has a working capital deficit of $340,325. 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 December 31, 2013 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  500,000 shares private placement shares at $0.25 per share for net proceeds of $125,000
to the Company. 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



Segmented Reporting

Financial Accounting Standards Board (“FASB”)
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 No. 130 “Reporting
Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the
financial statements. As at December 31, 2013, 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.



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.



F-7





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)








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 $1,121.



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 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,
“Property, Plant and Equipment” 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.



F-8





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



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 Statement of Financial Accounting Standards
(“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 December 31, 2013 the Company had issued 7,000 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 December 31, 2013.



| | - | 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.



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).



F-9





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
3 – STOCKHOLDERS’ EQUITY/DEFICIT (continued)








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. Share issuance
is pending as of December 31, 2013.



Subsequent to the period, 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.



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.



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.



F-10





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
4 – RELATED PARTY TRANSACTIONS (continued)








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 year ended December 31, 2013,
the Company paid $132,500 in total to two officers of the Company as 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.



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.



F-11





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
5 – CONVERTIBLE PROMISSORY NOTE (continued)








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.



Subsequent to the period On March 11, 2013
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.



F-12





FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

|DECEMBER 31, 2013
|-----------------



NOTE
6 – ASSET AND BUSINESS ACQUISITION








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.



Subsequent to
the period 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.



NOTE
7 – DISCONTINUED OPERATIONS








Subsequent to
the period 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.



F-13





NOTE
9 – INCOME TAXES








For the years ended December 31, 2013 and
2012, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition,
no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2013
and 2012, the Company had approximately $110,992 and $40,859 of federal and state net operating losses. The net operating loss
carry forwards, if not utilized, will begin to expire in 2026. The provision for income taxes consisted of the following components
for the years ended December 31:



Components of net deferred tax assets,
including a valuation allowance, are as follows at December 31:



|                                  |  | December 31 |         
|--------------------------------- |  | ----------- | --------
|                                  |  | 2013        |         
|Deferred tax assets:              |  |             |         
|Net operating loss carry forwards |  | $           | 112,839 
|Valuation allowance               |  |             | (112,839
|Total deferred tax assets         |  | $           | –       



The valuation allowance for deferred tax
assets as of December 31, 2013 and 2012 was $114,389 and $40,859 respectively. In assessing the recovery of the deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was
more likely than not the deferred tax assets would not be realized as of December 31, 2013 and 2012, and recorded a full valuation
allowance.



Reconciliation between the statutory rate
and the effective tax rate is as follows at December 31:



|                               |  | 2013 & 2012 |        
|------------------------------ |  | ----------- | -------
|                               |  |             |        
|Federal statutory tax rate     |  |             | (35.0%)
|Permanent difference and other |  |             | 35.0%  



NOTE
10 – SUBSEQUENT EVENTS








Convertible Promissory Note

On February 28 the Company signed a Convertible
Promissory Note for $22,026, with an interest rate of 8% with a maturity date of August 28, 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 $198,234 at a differing price.



On March 11, 2013 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 ($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.





F-14





NOTE
10 – SUBSEQUENT EVENTS (continued)








Private Placement Memorandum

Subsequent to the period, 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. (Refer Note
3)



Asset and Business Acquisition

Subsequent to
the period 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. (Refer Note
6 and Note 7)









F-15