UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-Q



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



For the quarterly period endedJune 30, 2014



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



For the transition period from _________ to
_________



Commission File Number:



Discount
Coupons Corporation

(Exact name of Registrant as specified in its
charter)



|Florida                  |  | 27-3261246              
|------------------------ |  | ------------------------
|(State of incorporation) |  | (IRS Employer ID Number)



3225
S. Macdill Ave. Suite #129 - 198 Tampa, Florida 33629

(Address of principal executive
offices)



Telephone (919) 610-4400



(Registrant’s telephone number)



Not Applicable

(Former name, former address and former fiscal
year, if changed since last report)



All Correspondence to:



Craig A. Huffman, Esquire

Securus Law Group

13046 Racetrack Road, Number 243

Tampa, Florida 33626

Office: (888) 914-4144

Email: craig@securuslawgroup.com



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 ☐   
No ☒



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



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



|Large accelerated filer                       | ☐ | Accelerated filer         | ☐
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         | ☐ | Smaller reporting company | ☒
|(Do not check if a smaller reporting company) |   |                          



Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒



As of September 18, 2014, there were 31,182,330
shares of common stock, par value $0.00001 per share, outstanding.




















TABLE OF CONTENTS



|                             |                                                                                                                                                                  | Page
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I FINANCIAL INFORMATION |                                                                                                                                                                 
|                             |                                                                                                                                                                  |     
|Item 1.                      | Financial Statements:                                                                                                                                            | 3   
|                             |                                                                                                                                                                  |     
|                             | Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013                                                                                                | 3   
|                             |                                                                                                                                                                  |     
|                             | Statements of Operations for the three and six months ended June 30, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to June 30, 2014 (Unaudited) | 4   
|                             |                                                                                                                                                                  |     
|                             | Statements of Cash Flows for the three months ended June 30, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to June 30, 2014 (Unaudited)         | 5   
|                             |                                                                                                                                                                  |     
|                             | Notes to financial statements                                                                                                                                    | 7   
|                             |                                                                                                                                                                  |     
|Item 1A.                     | Risk Factors                                                                                                                                                     | 19  
|                             |                                                                                                                                                                  |     
|Item 2.                      | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                            | 19  
|                             |                                                                                                                                                                  |     
|Item 3.                      | Quantitative and Qualitative Disclosures About Market Risk                                                                                                       | 22  
|                             |                                                                                                                                                                  |     
|Item 4.                      | Controls and Procedures                                                                                                                                          | 22  
|                             |                                                                                                                                                                  |     
|PART II                      |                                                                                                                                                                 
|                             |                                                                                                                                                                  |     
|Item 1.                      | Legal Proceedings                                                                                                                                                | 22  
|                             |                                                                                                                                                                  |     
|Item 2.                      | Unregistered Sales of Equity Securities                                                                                                                          | 22  
|                             |                                                                                                                                                                  |     
|Item 3.                      | Defaults Upon Senior Securities                                                                                                                                  | 22  
|                             |                                                                                                                                                                  |     
|Item 4.                      | Mine Safety Disclosures                                                                                                                                          | 22  
|                             |                                                                                                                                                                  |     
|Item 5.                      | Other Information                                                                                                                                                | 22  
|                             |                                                                                                                                                                  |     
|Item 6.                      | Exhibits                                                                                                                                                         | 23  
|                             |                                                                                                                                                                  |     
|Signatures                   | 24                                                                                                                                                              







-2-







DISCOUNT COUPONS CORPORATION

(a Development Stage Company)

Balance Sheets



|                                                                                                                                                                                     |  | June 30,    |            |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | ---------- | - | ------------ | -
|                                                                                                                                                                                     |  | 2014        |            |   | 2013         |  
|                                                                                                                                                                                     |  | (Unaudited) |            |   |              |  
|ASSETS                                                                                                                                                                               |  |             |            |   |              |  
|                                                                                                                                                                                     |  |             |            |   |              |  
|Current assets                                                                                                                                                                       |  |             |            |   |              |  
|Cash                                                                                                                                                                                 |  | $           | 58,660     |   |              | $
|Accounts receivable                                                                                                                                                                  |  |             | 12,726     |   |              |  
|Deposits and prepaids                                                                                                                                                                |  |             | 93,882     |   |              |  
|Total current assets                                                                                                                                                                 |  |             | 165,268    |   |              |  
|                                                                                                                                                                                     |  |             |            |   |              |  
|Property and intangible assets, net of accumulated depreciation                                                                                                                      |  |             | 79,467     |   |              |  
|Goodwill                                                                                                                                                                             |  |             | 421,187    |   |              |  
|Total assets                                                                                                                                                                         |  | $           | 665,922    |   |              | $
|                                                                                                                                                                                     |  |             |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                       |  |             |            |   |              |  
|                                                                                                                                                                                     |  |             |            |   |              |  
|Current liabilities                                                                                                                                                                  |  |             |            |   |              |  
|Accounts payable                                                                                                                                                                     |  | $           | 267,070    |   |              | $
|Accrued expenses                                                                                                                                                                     |  |             | 192,974    |   |              |  
|Unearned revenue                                                                                                                                                                     |  |             | 3,367      |   |              |  
|Convertible bridge loans                                                                                                                                                             |  |             | 116,000    |   |              |  
|Convertible notes payable                                                                                                                                                            |  |             | 260,852    |   |              |  
|Total current liabilities                                                                                                                                                            |  |             | 840,263    |   |              |  
|                                                                                                                                                                                     |  |             |            |   |              |  
|Stockholders' equity (deficit)                                                                                                                                                       |  |             |            |   |              |  
|                                                                                                                                                                                     |  |             |            |   |              |  
|Preferred stock, $0.00001 par value, 2,000,000 shares authorized; no shares issued and outstanding                                                                                   |  |             | -          |   |              |  
|Common stock, $0.00001 par value; 50,000,000
    shares authorized, 27,600,902 and 21,586,804 shares issued and outstanding at June 30, 2014 and
    December 31, 2013, respectively |  |             | 280        |   |              |  
|Additional paid-in capital                                                                                                                                                           |  |             | 9,742,300  |   |              |  
|Deficit accumulated during the development stage                                                                                                                                     |  |             | (9,916,921 | ) |              |  
|Total stockholders' equity (deficit)                                                                                                                                                 |  |             | (174,341   | ) |              |  
|Total liabilities and stockholders' equity (deficit)                                                                                                                                 |  | $           | 665,922    |   |              | $



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





-3-







DISCOUNT COUPONS CORPORATION

(a Development Stage Company)

Statements
of Operations(continued)

(Unaudited)



|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  | Period From August 16, 2010 |           
|----------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ---------- | -------------- |  | - | ---------- | - |  | --------------------------- | ----------
|                                                                              |  | For the Three Months Ended |            |   | For the Six Months Ended |   |            | (Inception) to | 
|                                                                              |  | June 30,                   |            |   | June 30,                 |   |            | June 30,       | 
|                                                                              |  | 2014                       |            |   | 2013                     |   |            | 2014           |  |   | 2013       |   |  | 2014                        |           
|                                                                              |  |                            |            |   | Restated                 |   |            |                |  |   | Restated   |   |  |                             |           
|Revenues:                                                                     |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Coupon revenues                                                               |  | $                          | 8,856      |   |                          | $ | 9,992      |                |  | $ | 9,952      |   |  | $                           | 23,189    
|Service revenues                                                              |  |                            | 42,977     |   |                          |   | -          |                |  |   | 85,744     |   |  |                             |           
|Sales refunds                                                                 |  |                            | -          |   |                          |   | (20,000    | )              |  |   | -          |   |  |                             | (20,000   
|Total revenue                                                                 |  |                            | 51,833     |   |                          |   | (10,008    | )              |  |   | 95,696     |   |  |                             | 3,189     
|Cost of sales                                                                 |  |                            | (100       | ) |                          |   | -          |                |  |   | (200       | ) |  |                             | -         
|Gross profit                                                                  |  |                            | 51,733     |   |                          |   | (10,008    | )              |  |   | 95,496     |   |  |                             | 3,189     
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Operating expenses:                                                           |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Research and development                                                      |  |                            | -          |   |                          |   | -          |                |  |   | -          |   |  |                             | -         
|Professional fees                                                             |  |                            | 547,543    |   |                          |   | 740,010    |                |  |   | 1,439,778  |   |  |                             | 795,182   
|Selling                                                                       |  |                            | 40,604     |   |                          |   | 178,445    |                |  |   | 73,022     |   |  |                             | 232,826   
|General and administrative                                                    |  |                            | 139,364    |   |                          |   | 228,378    |                |  |   | 288,617    |   |  |                             | 336,161   
|Total expenses                                                                |  |                            | 727,511    |   |                          |   | 1,146,833  |                |  |   | 1,801,417  |   |  |                             | 1,364,169 
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Net operating (loss)                                                          |  |                            | (675,778   | ) |                          |   | (1,156,841 | )              |  |   | (1,705,921 | ) |  |                             | (1,360,980
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Other income (expense):                                                       |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Interest expense                                                              |  |                            | (198,396   | ) |                          |   | (91,907    | )              |  |   | (231,771   | ) |  |                             | (149,658  
|Loss on extinguishment of debt                                                |  |                            | (31,157    | ) |                          |   | -          |                |  |   | (49,370    | ) |  |                             | -         
|Forgiveness of accrued interest                                               |  |                            | 813        |   |                          |   | -          |                |  |   | 6,517      |   |  |                             | -         
|Total other income (expense)                                                  |  |                            | (228,740   | ) |                          |   | (91,907    | )              |  |   | (274,624   | ) |  |                             | (149,658  
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Net (loss)                                                                    |  | $                          | (904,518   | ) |                          | $ | (1,248,748 | )              |  | $ | (1,980,545 | ) |  | $                           | (1,510,638
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Net loss per share, basic and fully diluted                                   |  | $                          | (0.03      | ) |                          | $ | (0.11      | )              |  | $ | (0.08      | ) |  | $                           | (0.14     
|                                                                              |  |                            |            |   |                          |   |            |                |  |   |            |   |  |                             |           
|Weighted average number of common shares outstanding, basic and fully diluted |  |                            | 25,974,905 |   |                          |   | 11,319,782 |                |  |   | 25,005,949 |   |  |                             | 11,157,303







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







-4-











DISCOUNT COUPONS CORPORATION

(a Development Stage Company)

Statements of Cash Flows

(Unaudited)



|                                                |  |                          |            |   |                |   |            | Period From
August 16, 2010 | 
|----------------------------------------------- |  | ------------------------ | ---------- | - | -------------- | - | ---------- | --------------------------- | 
|                                                |  | For the Six Months Ended |            |   | (Inception) to |  
|                                                |  | June 30,                 |            |   | June 30,       |  
|                                                |  | 2014                     |            |   | 2013           |   |            | 2014                        | 
|                                                |  |                          |            |   | Restated       |   |            |                             | 
|Cash flows from operations                      |  |                          |            |   |                |   |            |                             | 
|Net (loss)                                      |  | $                        | (1,980,545 | ) |                | $ | (1,510,638 | )                           | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Adjustment to reconcile net loss to net cash:   |  |                          |            |   |                |   |            |                             | 
|Depreciation and amortization                   |  |                          | 11,654     |   |                |   | 6,192      |                             | 
|Stock-based compensation                        |  |                          | -          |   |                |   | 956,000    |                             | 
|Stock, options and warrants issued for services |  |                          | 1,663,081  |   |                |   | 16,000     |                             | 
|Stock issued in lieu of refund                  |  |                          | -          |   |                |   | 20,000     |                             | 
|Interest expense                                |  |                          | 231,771    |   |                |   | 119,587    |                             | 
|Loss on extinguishment of debt                  |  |                          | 49,370     |   |                |   | -          |                             | 
|Forgiveness of accrued interest                 |  |                          | (6,517     | ) |                |   | -          |                             | 
|Changes in operating assets and liabilities:    |  |                          | -          |   |                |   | -          |                             | 
|Accounts receivable                             |  |                          | (12,726    | ) |                |   | -          |                             | 
|Deposits and prepaid expenses                   |  |                          | (77,533    | ) |                |   | (6,600     | )                           | 
|Deferred revenue                                |  |                          | 3,367      |   |                |   | -          |                             | 
|Accounts payable and accrued expenses           |  |                          | (6,188     | ) |                |   | 139,297    |                             | 
|Net cash used for operating activities          |  |                          | (124,266   | ) |                |   | (260,162   | )                           | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Cash flows from investing activities            |  |                          |            |   |                |   |            |                             | 
|Net cash received in asset acquisition          |  |                          | 2,754      |   |                |   | -          |                             | 
|Purchases of computer equipment and software    |  |                          | -          |   |                |   | -          |                             | 
|Net cash provided by investing activities       |  |                          | 2,754      |   |                |   | -          |                             | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Cash flows from financing activities            |  |                          |            |   |                |   |            |                             | 
|Proceeds from sale of treasury and common stock |  |                          | 7,500      |   |                |   | 1,000      |                             | 
|Proceeds from borrowings on notes payable       |  |                          | 173,500    |   |                |   | 175,000    |                             | 
|Proceeds from exercise of stock options         |  |                          | -          |   |                |   | -          |                             | 
|Principal payments on notes payable             |  |                          | (6,000     | ) |                |   | -          |                             | 
|Net cash provided by financing activities       |  |                          | 175,000    |   |                |   | 176,000    |                             | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Net increase (decrease) in cash                 |  |                          | 53,488     |   |                |   | (84,162    | )                           | 
|Cash, beginning of period                       |  |                          | 5,172      |   |                |   | 84,187     |                             | 
|Cash, end of period                             |  | $                        | 58,660     |   |                | $ | 25         |                             | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Supplemental disclosures:                       |  |                          |            |   |                |   |            |                             | 
|Cash paid during the period for:                |  |                          |            |   |                |   |            |                             | 
|Interest                                        |  | $                        | -          |   |                | $ | -          |                             | 
|Income taxes                                    |  | $                        | -          |   |                | $ | -          |                             | 
|                                                |  |                          |            |   |                |   |            |                             | 
|Non-cash investing and financing transactions:  |  |                          |            |   |                |   |            |                             | 
|Common stock issued for asset acquisitions      |  | $                        | 9,000      |   |                | $ | -          |                             | 
|Notes payable converted into common stock       |  | $                        | 193,500    |   |                | $ | -          |                             | 



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





-5-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIALSTATEMENTS

JUNE 30, 2014



|1. | Nature of operations
|-- | --------------------



Discount Coupons Corporation (the “Company”,
“we”, “us” or “our”) provides web-based advertising and promotion services to the business
and consumer community through various websites.  Revenue is generated from the sale of discount coupons from its merchant
clients to customers registering on the website to receive offers via e-mail.  The Company operates globally via the
Internet.  The Company also manages other daily deal websites for a percentage of revenue.



The Company is a Florida corporation and was
organized in August, 2010.  Through June 30, 2014, the Company has been primarily engaged in developing its website and
a base of merchant voucher offerings for consumer consumption, recruiting personnel, raising capital, and identifying similar companies
for acquisition.



The Company is a new enterprise in the development
stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 915,Development Stage Entities.  This stage is characterized by significant expenditures for the design
and development of the Company’s offerings.  Once the Company’s planned principal operations commence, its
focus will be on marketing vouchers to the general public through direct marketing and third-party partnerships and affiliations.



|2. | Going concern
|-- | -------------



The accompanying financial statements have
been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.  Since inception, the Company has primarily devoted
its efforts to the development and implementation of its web-based business.  Operations have been funded through the
private placement of equity securities and debt financing.  These successful funding efforts have allowed the Company
to reach its current state of development despite incurring losses typical with an emerging technology company.  AtJune 30, 2014, the Company had $58,660 in cash and $674,995 in negative working capital.  Additionally,for the
six months ended June 30, 2014, the Company incurred a net loss of $1,980,545.



Management anticipates incurring additional
losses prior to reaching a positive operating cash flow and intends to finance its operations through additional notes payable
and equity funding.  Significant additional funding is needed. The Company is in the process of raising capital but there
are no assurances such funding will be available.



If adequate funding cannot be obtained, the
Company may be unable to continue as a going concern.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



|3. | Basis of presentation
|-- | ---------------------



The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")
for interim financial information and Rule 8.03 of Regulation S-X. The accompanying condensed financial statements do not include
all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statements included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the six-months ended June 30, 2014 are not necessarily
indicative of the results to be expected for the year ending December 31, 2014.



Use of Estimates



The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements, as well as the related disclosures.  Such estimates and assumptions also affect
the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment
of intangible assets and goodwill.



Restatement



The Company has restated its financial statements for the three
and six months ended June 30, 2013 (see Note 12).





-6-







DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIALSTATEMENTS

JUNE 30, 2014



Loss Per Common Share



The Company complies with the accounting and
disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS")
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during
the period.  Diluted earnings per common share calculations are determined by dividing net income by the weighted average
number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents,
if any, are anti-dilutive they are not considered in the computation. The Company’s common stock equivalents are as follows:



|                                                 |  | For the six months ended June 30, |           
|------------------------------------------------ |  | --------------------------------- | ----------
|                                                 |  | 2014                              |           
|Common shares indexed to stock options           |  |                                   | 15,248,031
|Common shares indexed to warrants                |  |                                   | 2,441,840 
|Common shares indexed to convertible instruments |  |                                   | 1,894,571 
|                                                 |  |                                   | 19,584,442



Recently issued Accounting
Pronouncements



The Company does not believe that any recently issued or proposed
accounting pronouncements not yet adopted will have a material impact on the financial statements.





|4. | Equipment and software
|-- | ----------------------







Computer equipment and intangible assets, net,
consisted of the following:



|                                                 |  | June 30, |         |   | December 31, |  
|------------------------------------------------ |  | -------- | ------- | - | ------------ | -
|                                                 |  | 2014     |         |   | 2013         |  
|                                                 |  |          |         |   |              |  
|Office equipment                                 |  | $        | 896     |   |              | $
|Purchased mailing lists and trademarks           |  |          | 93,300  |   |              |  
|Software                                         |  |          | 36,254  |   |              |  
|                                                 |  |          | 130,450 |   |              |  
|Less:  accumulated depreciation and amortization |  |          | (50,983 | ) |              |  
|                                                 |  | $        | 79,467  |   |              | $



Depreciation and amortization expense was
$11,654 and $6,192 for the six months ended June 30, 2014 and 2013, respectively.





-7-







DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014





|5. | Business Combinations
|-- | ---------------------



Go Charleston Deals,
LLC



On March 31, 2014, the Company completed its
acquisition of the operations of Go Charleston Deals, LLC (“GCD”), which operates a Daily Deal site focusing on merchants
and clients in the Charleston, South Carolina market. The Company issued a $50,000 convertible note in exchange for GCD’s
assets, which include mailing lists and other intangibles. In addition to the note, the company is contingently required to issue
the following common stock consideration:



|·25,000 shares if GCD’s gross billings exceed $100,000 in the first 12 months after closing; plus
|-------------------------------------------------------------------------------------------------
|·25,000 shares if GCD’s gross billings exceed $150,000 for the same 12 month period; plus        
|·25,000 shares if GCD’s gross billings exceed $200,000 for the same 12 month period; plus        
|·25,000 shares if GCD’s gross billings exceed $250,000 for the same 12 month period              



The Company does not believe that it will be
required to issue the additional shares. The gross billings for GCD for the six months ended June 30, 2014 amounted to $12,072.



All Deals Local, LLC



On March 31, 2014, the Company completed its
acquisition of the operations of All Deals Local, LLC (“ADL”), a Daily Deal site focusing on merchants and clients in
the Three Village/Port Jefferson area of Long Island, New York. The Company issued a $50,000 convertible note and 50,000 shares
of common stock in exchange for ADL’s assets, which include cash, mailing lists and other intangibles. In addition to the
note, the company is contingently required to issue the following common stock consideration:



|·25,000 shares if GCD’s gross billings exceed $75,000 in the first 12 months after closing; plus
|------------------------------------------------------------------------------------------------
|·25,000 shares if GCD’s gross billings exceed $100,000 for the same 12 month period;            





The Company does not believe that it will be
required to issue the additional shares. The gross billings for GCD for the six months ended June 30, 2014 amounted to $12,261.



The results of operations for GCD and ADL are
included in the Statements of Operations from the date of acquisition. In connection with these transactions, the consideration
paid, the assets acquired, and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in
the following table.



|                                                             |  | GCD |        |  | ADL |  
|------------------------------------------------------------ |  | --- | ------ |  | --- | -
|Fair value of total consideration paid:                      |  |     |        |  |     |  
|Common stock issued upon closing (1)                         |  | $   | -      |  |     | $
|Convertible note                                             |  |     | 50,000 |  |     |  
|                                                             |  |     | 50,000 |  |     |  
|                                                             |  |     |        |  |     |  
|Fair value of identifiable assets acquired:                  |  |     |        |  |     |  
|Intangible assets (mailing lists)                            |  |     | 32,600 |  |     |  
|Cash                                                         |  |     | -      |  |     |  
|Total assets acquired                                        |  |     | 32,600 |  |     |  
|                                                             |  |     |        |  |     |  
|Fair value of net identifiable assets (liabilities) acquired |  |     | 32,600 |  |     |  
|                                                             |  |     |        |  |     |  
|Goodwill resulting from transaction                          |  | $   | 17,400 |  |     | $





(1) The common stock issued to ADL was valued at $0.18 per share,
which was the quoted market price on the date of acquisition.





-8-







DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|5. | Business Combinations (continued)
|-- | ---------------------------------



Goodwill of $17,400 and $29,546 for GCD and
ADL, respectively, was recorded after adjusting for the fair value of net identifiable assets acquired.  The goodwill from
the acquisition represents the inherent long-term value anticipated from the synergies and business opportunities expected to be
achieved as a result of the transaction. The intangible assets are being amortized over their estimated life, currently expected
to be three years.



Our unaudited pro forma results of operations
for the six months ended June 30, 2014 as if the above acquisitions had occurred on January 1, 2014 are as follows. The pro forma
information is not indicative of results that would have occurred or which may occur in the future:



|REVENUE            |  | $ | 107,130    |  
|------------------ |  | - | ---------- | -
|                   |  |   |            |  
|NET LOSS           |  | $ | (1,969,111 | )
|                   |  |   |            |  
|NET LOSS PER SHARE |  | $ | (0.08      | )





|6. | Convertible bridge loans
|-- | ------------------------



During the years ended December 31, 2013 and
2012, the Company issued $176,750 and $206,250, respectively, face value convertible bridge loans to investors (“Bridge Loans”).
Of the aggregate $383,000 in Bridge Loans, $11,250 were loans from related parties. The Bridge Loans accrue interest at the rate
of 10% per annum and had a maturity date of August 31, 2013.  The debt holders have the option to convert the Bridge
Loans into common stock at a fixed conversion price of $0.50 per share. In connection with the Bridge Loans, the Company issued
771,600 common stock purchase warrants to acquire shares of its $0.00001 par value common stock at an exercise price of $0.50 per
share.



The Company evaluated the terms and conditions
of the Bridge Loans and warrants under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the
definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional
contemplates a fixed number of shares being issuable under the arrangement. The instruments are convertible into a fixed number
of shares and there are no down round anti-dilution protection features contained in the contracts. Additionally, the warrants
did not contain any provisions or features that would preclude equity classification and may be settled with unregistered shares.
The Company also evaluated if a beneficial conversion existed and determined that it was immaterial.



The following tables reflect the allocation
of the proceeds of the Bridge Loans:





|                           |  |   | 2012       |   |  |   | 2013       |   |  |   |          |  
|-------------------------- |  | - | ---------- | - |  | - | ---------- | - |  | - | -------- | -
|                           |  | $ | 206,250    |   |  | $ | 176,750    |   |  |   |          |  
|                           |  |   |            |   |  |   |            |   |  |   |          |  
|Convertible Bridge Loans   |  |   | Face Value |   |  |   | Face Value |   |  |   | Totals   |  
|Proceeds                   |  | $ | 206,250    |   |  | $ | 176,750    |   |  | $ | 383,000  |  
|Paid-in capital (warrants) |  |   | (90,893    | ) |  |   | (77,149    | ) |  |   | (168,042 | )
|Carrying value             |  | $ | 115,357    |   |  | $ | 99,601     |   |  | $ | 214,958  |  







Conversion of Bridge Loans



On August 31, 2013 (the maturity date), Bridge
Loan holders with an aggregate principal balance of $262,000 agreed modify the conversion option from $0.50 per share to a conversion
option in which the principal balance of $262,000 would be convertible into 602,596 shares of common stock. This inducement amounted
to a conversion price of approximately $0.43 per share. Additionally, the bridge loan holders agreed to forgive accrued interest
amounting to $16,167.





-9-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|6. | Convertible bridge loans (continued):
|-- | -------------------------------------



Extension of Bridge Loans



The remaining principal balance of $121,000
was still outstanding as of the maturity date. The holders of these Bridge Loans agreed to extend the maturity date of their Bridge
Loans and reduce the conversion price of the Bridge Loans. These amendments gave rise to an extinguishment because the difference
in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $111,209
in 2013. In addition, during December 2013, $2,000 of the principal was repaid.



During the six months ended June 30, 2014,
$3,000 of the principal was repaid. As of June 30, 2014 and December 31, 2013 the outstanding principal balance of the remaining
convertible Bridge Loans amounted to $116,000 and $119,000, respectively. Interest expense on the Bridge Loans for the six months
ended June 30, 2014 amounted to $5,826. As of June 30, 2014 and December 31, 2013, the debt discount was fully amortized. Accrued
interest related to these loans amounted to $17,238 and $11,412 as of June 30, 2014 and December 31, 2013, respectively. As of
June 30, 2014 and December 31, 2013, $10,000 of the outstanding loans was from a related party.



|7. | Convertible notes payable
|-- | -------------------------





Investor loans issued in 2010 and 2011



Between September 27, 2010 and July 21, 2011,
the Company issued notes payable to third party investors with an aggregate face value of $447,500 (“Investor Loans”).
Of the aggregate $447,500 in Investor Loans, $88,333 were loans from related parties. The notes have a common maturity date of
August 31, 2013, payable at face value plus accrued interest at maturity.  The notes accrue interest at the rate of 7%
per annum.



Interest on these notes was calculated using
an effective interest rate of 7.51% and 12.63% generating a debt discount in the amount of $224,063.  Interest expense
on the Investor Loans for the six months ended June 30, 2014 and 2013 amounted to $5,326 and $59,700, respectively, including amortization
of the discount of $0 and $44,166, respectively. As of June 30, 2014 and December 31, 2013, the debt discount was fully amortized.
During 2013, $10,000 of the principal was repaid.



Modification and conversion of investor loans in 2013



On August 31, 2013 (the maturity date), holders
of investor loans with an aggregate principal balance of $247,500 agreed to add a conversion option to the contracts which provided
that the principal balance of $247,500 would be convertible into 569,252 shares of common stock. This amounted to a conversion
price of approximately $0.43 per share. Additionally, the holders agreed to forgive accrued interest amounting to $60,252. Under
ASC 470-50-40-10, when a modification or an exchange of debt instruments adds a substantive conversion option, extinguishment
accounting is required. As a result, the Company recorded a loss on extinguishment of debt amounting to $116,176 (the difference
between the reacquisition price of $393,250 and the net carrying amount of $277,074). The $247,500 in principal was converted
into 569,252 shares of common stock on August 31, 2013.



Extension of investor loans in 2013



The remaining principal balance of $200,000
was still outstanding as of the maturity date. The holders of these Investor Loans agreed to extend the maturity date of their
notes and added a conversion option to the notes. These amendments gave rise to an extinguishment because of the addition of a
conversion option. As a result, the Company recorded a loss on extinguishment of debt in the amount of $435,574 in 2013.



Modification and conversion of investor loans in 2014



On January 1, 2014, an Investor Loan holder
with a principal balance of $5,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion
option in which the principal balance of $5,000 would be convertible into 26,250 shares of common stock. This amounted to a conversion
price of approximately $0.19 per share. Additionally, the Investor Loan holder agreed to forgive accrued interest amounting to
$164. In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows.
This amendment gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company
recorded a loss on extinguishment of debt in the amount of $1,194 (the difference between the reacquisition price of $6,607 and
the net carrying amount of $5,413). The $5,000 in principal was converted into 26,250 shares of common stock on January 1, 2014.-10-





-10-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|7. | Convertible notes payable (continued):
|-- | --------------------------------------



On February 18, 2014, an Investor Loan holder
with a principal balance of $5,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion
option in which the principal balance of $5,000 would be convertible into 11,956 shares of common stock. This amounted to a conversion
price of approximately $0.42 per share. Additionally, the Investor Loan holder agreed to forgive accrued interest amounting to
$931. In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows.
This amendment did not give rise to an extinguishment because the difference in cash flows was not greater than 10%. The $5,000
in principal was converted into 11,956 shares of common stock on February 18, 2014.



On March 31, 2014, an Investor Loan holder
with a principal balance of $15,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion
option in which the principal balance of $15,000 would be convertible into 192,575 shares of common stock. This amounted to a conversion
price of approximately $0.08 per share. Additionally, the bridge loan holder agreed to forgive accrued interest amounting to $4,609.
In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows. This
amendment gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded
a loss on extinguishment of debt in the amount of $17,019 (the difference between the reacquisition price of $35,446 and the net
carrying amount of $18,427). The $15,000 in principal was converted into 192,575 shares of common stock on March 31, 2014.



On April 25, 2014, a Bridge Loan holder with
a principal balance of $20,000 agreed to an amendment that modified the conversion option from $0.15 per share to a conversion
option in which the principal balance of $20,000 would be convertible into 297,331 shares of common stock. This amounted to a conversion
price of approximately $0.07 per share. Additionally, the bridge loan holder agreed to forgive accrued interest amounting to $813.
In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows. This
amendment gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded
a loss on extinguishment of debt in the amount of $31,157 (the difference between the reacquisition price of $55,652 and the net
carrying amount of $24,495). The $20,000 in principal was converted into 297,331 shares of common stock on April 25, 2014.



As of June 30, 2014 and December 31, 2013,
the outstanding principal balance of the Investor Loans issued in 2010 and 2011 amounted to $142,000 and $190,000, respectively.
Loans issued in 2014 in connection with Business Combination



During the six months ended June 30, 2014,
the Company issued (i) a $50,000 face value convertible note as part of the consideration for the ADL business acquisition (“ADL
Note”) and (ii) a $50,000 face value convertible note as part of the consideration for the GCD business acquisition (“GCD
Note”). Both notes bear an interest rate of 10% and mature in September 2014. The note holders have the option to convert
the notes into common stock at a fixed conversion price. The ADL Note has a conversion price of $0.50 per share whereas the GCD
Note has a conversion price of $1.00 per share.



The Company evaluated the terms and conditions
of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of
conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates
a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there
were no down round anti-dilution protection features contained in the contracts. The Company was required to consider whether the
new hybrid contracts embodied a beneficial conversion feature (“BCF”). Neither of the notes resulted in a BCF because
the conversion prices were not in the money on the inception dates.



As of June 30, 2014, the outstanding balance of the ADL Note and
GCD Note was $100,000. Interest expense on the ADL Note and GCD Note for the six months ended June 30, 2014 was $2,740.



Investor Loans issued in 2014



During the six months ended June 30, 2014,
the Company issued convertible notes for an aggregate face value of $173,500 along with 517,000 shares of common stock as consideration.
Each of the notes bear an interest rate of 10% and mature in September 2014. The note holders have the option to convert the notes
into common stock at a fixed conversion price. Of the $173,500 in convertible notes, $148,500 in principal was converted simultaneously
after being issued.





-11-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|7. | Convertible notes payable (continued):
|-- | --------------------------------------



The Company evaluated the terms and conditions
of the convertible notes under the guidance of ASC 815, Derivatives and Hedging. The conversion features met the definition of
conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates
a fixed number of shares issuable under the arrangement. The instruments were convertible into a fixed number of shares and there
were no down round anti-dilution protection features contained in the contracts. The Company was required to consider whether the
new hybrid contracts embodied a beneficial conversion feature (“BCF”). Each of the notes resulted in a BCF because
the conversion price was in the money on each of the inception dates. The instruments issued in connection with the $173,500 convertible
note financing are detailed in the following table:



|Issue Date       |  |   | Face Value |  |  |  | Common Stock Consideration |  |  |  | Shares Indexed to Conversion Option |  |  |  | Stock Options Issued | 
|---------------- |  | - | ---------- |  |  |  | -------------------------- |  |  |  | ----------------------------------- |  |  |  | -------------------- | 
|February 1, 2014 |  | $ | 50,000     |  |  |  | 100,000                    |  |  |  | 500,000                             |  |  |  | -                    | 
|April 1, 2014    |  |   | 15,000     |  |  |  | 200,000                    |  |  |  | 75,000                              |  |  |  | -                    | 
|April 1, 2014    |  |   | 6,000      |  |  |  | 12,000                     |  |  |  | 74,000                              |  |  |  | -                    | 
|April 11, 2014   |  |   | 7,000      |  |  |  | 14,000                     |  |  |  | 86,000                              |  |  |  | -                    | 
|April 15, 2014   |  |   | 7,000      |  |  |  | 14,000                     |  |  |  | 111,000                             |  |  |  | -                    | 
|April 22, 2014   |  |   | 10,000     |  |  |  | 20,000                     |  |  |  | 80,000                              |  |  |  | -                    | 
|April 24, 2014   |  |   | 2,000      |  |  |  | 4,000                      |  |  |  | 25,000                              |  |  |  | -                    | 
|April 28, 2014   |  |   | 10,000     |  |  |  | 20,000                     |  |  |  | 123,000                             |  |  |  | -                    | 
|April 29, 2014   |  |   | 5,000      |  |  |  | 10,000                     |  |  |  | 61,428                              |  |  |  | -                    | 
|May 21, 2014     |  |   | 1,500      |  |  |  | 3,000                      |  |  |  | 22,000                              |  |  |  | -                    | 
|June 17, 2014    |  |   | 10,000     |  |  |  | 20,000                     |  |  |  | 122,857                             |  |  |  | -                    | 
|June 30, 2014    |  |   | 50,000     |  |  |  | 100,000                    |  |  |  | 614,286                             |  |  |  | 714,285              | 
|                 |  | $ | 173,500    |  |  |  | 517,000                    |  |  |  | 1,894,571                           |  |  |  | 714,285              | 



The allocation of proceeds related to
the $173,500 convertible note financing is detailed in the following table:



|Issue Date       |  |   | Face Value (Proceeds) |  |  |  | Deferred Finance Fees |  |  |  | Common Stock Consideration |  |  |  | Beneficial Conversion Feature |  |  |  | Convertible Notes | 
|---------------- |  | - | --------------------- |  |  |  | --------------------- |  |  |  | -------------------------- |  |  |  | ----------------------------- |  |  |  | ----------------- | 
|February 1, 2014 |  | $ | 50,000                |  |  |  | 22,000                |  |  |  | 11,000                     |  |  |  | 16,000                        |  |  |  | 45,000            | 
|April 1, 2014    |  |   | 15,000                |  |  |  | 40,000                |  |  |  | 40,000                     |  |  |  | -                             |  |  |  | 15,000            | 
|April 1, 2014    |  |   | 6,000                 |  |  |  | 8,400                 |  |  |  | 2,400                      |  |  |  | 6,000                         |  |  |  | 6,000             | 
|April 11, 2014   |  |   | 7,000                 |  |  |  | 10,220                |  |  |  | 3,220                      |  |  |  | 7,000                         |  |  |  | 7,000             | 
|April 15, 2014   |  |   | 7,000                 |  |  |  | 9,800                 |  |  |  | 2,800                      |  |  |  | 7,000                         |  |  |  | 7,000             | 
|April 22, 2014   |  |   | 10,000                |  |  |  | 3,800                 |  |  |  | 3,800                      |  |  |  | 5,200                         |  |  |  | 4,800             | 
|April 24, 2014   |  |   | 2,000                 |  |  |  | 2,800                 |  |  |  | 800                        |  |  |  | 2,000                         |  |  |  | 2,000             | 
|April 28, 2014   |  |   | 10,000                |  |  |  | 14,000                |  |  |  | 4,000                      |  |  |  | 10,000                        |  |  |  | 10,000            | 
|April 29, 2014   |  |   | 5,000                 |  |  |  | 7,000                 |  |  |  | 2,000                      |  |  |  | 5,000                         |  |  |  | 5,000             | 
|May 21, 2014     |  |   | 1,500                 |  |  |  | 2,100                 |  |  |  | 600                        |  |  |  | 1,500                         |  |  |  | 1,500             | 
|June 17, 2014    |  |   | 10,000                |  |  |  | 2,800                 |  |  |  | 2,800                      |  |  |  | 7,200                         |  |  |  | 2,800             | 
|June 30, 2014    |  |   | 50,000                |  |  |  | 8,000                 |  |  |  | 8,000                      |  |  |  | -                             |  |  |  | 50,000            | 
|                 |  | $ | 173,500               |  |  |  | 130,920               |  |  |  | 81,420                     |  |  |  | 66,900                        |  |  |  | 156,100           | 



The following table summarizes the activity related to the investor
loans issued in 2014:



|Investor Loans issued in 2014   |  | 2013 |         
|------------------------------- |  | ---- | --------
|Issued                          |  | $    | 173,500 
|Converted                       |  |      | (148,500
|Face value as of June 30, 2014  |  |      | 25,000  
|Unamortized discount            |  |      | (6,148  
|Carrying value as June 30, 2014 |  | $    | 18,852  



Interest expense on the Investor Loans issued
in 2014 for the six months ended June 30, 2014 was $217,397, of which $172,359 related to the amortization of deferred finance
cost, $44,752 related to the amortization of debt discount. -12-





-12-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|7. | Convertible notes payable (continued):
|-- | --------------------------------------



The following table illustrates the carrying values for the convertible
notes payable as of June 30, 2014 and December 31, 2013:



|                                        |  | June, 30 |         |   | December 31, |  
|--------------------------------------- |  | -------- | ------- | - | ------------ | -
|Convertible Notes Payable               |  | 2014     |         |   | 2013         |  
|Investor Loans issued in 2010 and 2011  |  | $        | 142,000 |   |              | $
|Loans issued with business combinations |  |          | 100,000 |   |              |  
|Investor Loans issued in 2014           |  |          | 25,000  |   |              |  
|Unamortized discount                    |  |          | (6,148  | ) |              |  
|Carrying value                          |  | $        | 260,852 |   |              | $



Accrued interest related to convertible notes
payable amounted to $28,898 and $26,943 as of June 30, 2014 and December 31, 2013, respectively.



|8. | Capital and treasury stock:
|-- | ---------------------------





2014 stock transactions





During the six months ended June 30, 2014:



| | · | the Company sold 12,500 shares of common stock for $0.60 per share;
| | - | -------------------------------------------------------------------



| | · | the Company issued 3,210,772 shares of common stock in exchange for services of which 1,625,000
shares were issued to employees and 1,585,772 shares were issued to consultants.  The shares issued to employees for
services were valued based on the market price on the date of grant and are being expensed over the service periods. The shares
issued to consultants were initially valued at the market price on the date of the grant with the value adjusted periodically if
material and are being expensed over the service periods. The aggregate value of the shares issued for services was $1,031,720
of which $598,000 was issued for future services.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company issued 50,000 shares of stock for asset acquisitions, which were valued at the market
price of $0.18 per share or $9,000.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company issued 517,000 shares of stock in connection with multiple note purchase agreements
as describe in Note 7, which were valued at $81,420, which were based on the market prices on the inception dates of the notes.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company issued 2,223,826 shares of common stock in exchange for the conversion of loans with
a face value of $193,500.
| | - | --------------------------------------------------------------------------------------------------------------------------



|9. | Stock options
|-- | -------------



At June 30, 2014 and December 31, 2013, 15,248,031
and 6,083,746 options were exercisable at a weighted average price of approximately $0.11 and $0.27, respectively.



The following is a summary of all option activity through June
30, 2014:



|                                         |  |             |            |  |          |   |      | Average    | 
|---------------------------------------- |  | ----------- | ---------- |  | -------- | - | ---- | ---------- | 
|                                         |  | Number of   |            |  | Weighted |   |      | Remaining  | 
|                                         |  | Options     |            |  | Average  |   |      | Term       | 
|                                         |  | Outstanding |            |  | Price    |   |      | (in years) | 
|                                         |  |             |            |  |          |   |      |            | 
|Options outstanding at December 31, 2013 |  |             | 6,083,746  |  |          |   | 0.27 |            | 
|Granted in 2014                          |  |             | 9,164,285  |  |          |   | 0.01 |            | 
|Exercised                                |  |             | -          |  |          |   |      |            | 
|Options outstanding at June 30, 2014     |  |             | 15,248,031 |  |          | $ | 0.11 |            | 
|Exercisable at June 30, 2014             |  |             | 15,248,031 |  |          | $ | 0.11 |            | 





-13-











DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014





|9. | Stock options (continued)
|-- | -------------------------



|  | Options Outstanding and Exercisable | 
|- | ----------------------------------- | 
|  |                                     | 
|  |                                     | 
|  |                                     | 
|  | Exercise                            | 
|  | Price                               | 
|  |                                     | 
|$ | 0.01                                | 
|$ | 0.08                                | 
|$ | 0.20                                | 
|$ | 0.38                                | 
|  |                                     | 



During the six months ended June 30, 2014,
the Company issued 7,107,895 options in lieu of payment for accrued payroll and expenses amounting to $226,506. Additionally, during
the six months ended June 30, 2014, the Company issued 1,342,105 options to consultants in lieu of $51,000 in future services.
The $51,000 in future services is recorded in prepaid expenses. Also, during the six months ended June 30, 2014, 714,285 options
were issued in connection with a note purchase agreement, which is described in Note 7. All The options have an exercise price
of $0.01, vest immediately and have a seven year term. No stock options were exercised during the six months ended June 30, 2014
or the year ended December 31, 2013.  Cash flows resulting from excess tax benefits are classified as part of cash flows
from financing activities.  Excess tax benefits are realized tax benefits from tax deductions for exercised options in
excess of the deferred tax asset attributable to the compensation cost for such options.



|10. | Warrants
|--- | --------



During the year ended December 31, 2013, the Company issued 359,100
warrants in conjunction with short-term notes described in Note 6 and 1,090,000 warrants to six existing shareholders and one note
holder during the year ended December 31, 2013. In addition, we have 992,740 warrants outstanding that were issued in 2012 and
prior years. No new warrants were issued during the six months ended June 30, 2014. No warrants were exercised during the six months
ended June 30, 2014 or the year ended December 31, 2013. All of the warrants are currently exercisable and are accounted for
as equity instruments. The following table summarizes the warrants outstanding at June 30, 2014:



|  | Warrants Outstanding and Exercisable |  | 
|- | ------------------------------------ |  | 
|  |                                      |  | 
|  |                                      |  | 
|  | Exercise                             |  | 
|  | Price                                |  | 
|  |                                      |  | 
|$ | 0.50                                 |  | 
|$ | 0.38                                 |  | 
|  |                                      |  | 





-14-











DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014



|11. | Related-party transactions
|--- | --------------------------



During the six months
ended June 30, 2014, the Company issued a $50,000 face value convertible note to its Chief Operating Officer. The note was converted
into 500,000 shares of common stock during the period. Additionally, during the six months ended June 30, 2014, the Company issued
a $2,000 face value convertible note to a relative of the President. The note was converted into 25,000 shares of common stock
during the period. See Note 7.







|12. | Restatement of Financial Statements
|--- | -----------------------------------



The Company
has made adjustments to its financial statements for the six and three months ended June 30, 2013 due to adjustments arising from
the re-audit of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012. The re-audit
of the Company’s financial statements from inception (August 16, 2010) through December 31, 2012 is detailed in the annual
report on Form 10-K filed on August 8, 2014. The re-audit of the financial statements from inception (August 16, 2010) through
December 31, 2012 resulted in adjustments made the financial statements for the six and three months ended June 30, 2013. The adjustments
related to the valuation of common stock, stock-based compensation and warrants.



The comparative periods presented in the current
quarterly report on Form 10-Q are the (i) the statement of operations for the six and three months ended June 30, 2013 and (iii)
the statement of cash flows for the six months ended June 30, 2013. The affects of the restatement for these periods are summarized
below. The following table presents the statement of operations as previously reported, restatement adjustments and the statement
of operations as restated for the six months ended June 30, 2013:





|                                                                              |  | Previously Reported |            |   | Restatement Adjustments |   |          | Restated | 
|----------------------------------------------------------------------------- |  | ------------------- | ---------- | - | ----------------------- | - | -------- | -------- | 
|Revenues:                                                                     |  |                     |            |   |                         |   |          |          | 
|Coupon revenue                                                                |  | $                   | 23,189     |   |                         | $ | -        |          | 
|Sales refunds                                                                 |  |                     | (20,000    | ) |                         |   |          |          | 
|Gross profit                                                                  |  |                     | 3,189      |   |                         |   | -        |          | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Operating expenses:                                                           |  |                     |            |   |                         |   |          |          | 
|Professional fees (1)                                                         |  |                     | 780,932    |   |                         |   | 14,250   |          | 
|Selling                                                                       |  |                     | 232,826    |   |                         |   | -        |          | 
|General and administrative                                                    |  |                     | 336,161    |   |                         |   | -        |          | 
|Total expenses                                                                |  |                     | 1,349,919  |   |                         |   | 14,250   |          | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Net operating (loss)                                                          |  |                     | (1,346,730 | ) |                         |   | (14,750  | )        | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Other income (expense):                                                       |  |                     |            |   |                         |   |          |          | 
|Interest expense (2)                                                          |  |                     | (55,445    | ) |                         |   | (94,213  | )        | 
|Total other income (expense)                                                  |  |                     | (55,445    | ) |                         |   | (94,213  | )        | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Net (loss)                                                                    |  | $                   | (1,402,175 | ) |                         | $ | (108,463 | )        | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Net loss per weighted share, basic and fully diluted                          |  | $                   | (0.13      | ) |                         |   |          |          | 
|                                                                              |  |                     |            |   |                         |   |          |          | 
|Weighted average number of common shares outstanding, basic and fully diluted |  |                     | 11,157,303 |   |                         |   |          |          | 













|(1) | The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued,
which amounted to $15,000. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified.              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection
with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock
were revalued.









-15-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014









|12. | Restatement of Financial Statements (continued):
|--- | ------------------------------------------------





The following table presents the statement
of operations as previously reported, restatement adjustments and the statement of operations as restated for the three months
ended June 30, 2013:











|                                                                               |  | Previously Reported |            |   | Restatement Adjustments |   |         | Restated | 
|------------------------------------------------------------------------------ |  | ------------------- | ---------- | - | ----------------------- | - | ------- | -------- | 
|Revenues:                                                                      |  |                     |            |   |                         |   |         |          | 
|Coupon revenue                                                                 |  | $                   | 9,992      |   |                         | $ | -       |          | 
|Sales refunds                                                                  |  |                     | (20,000    | ) |                         |   |         |          | 
|Gross profit                                                                   |  |                     | (10,008    | ) |                         |   | -       |          | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Operating expenses:                                                            |  |                     |            |   |                         |   |         |          | 
|Professional fees (1)                                                          |  |                     | 740,760    |   |                         |   | (750    | )        | 
|Selling                                                                        |  |                     | 178,445    |   |                         |   | -       |          | 
|General and administrative                                                     |  |                     | 228,378    |   |                         |   | -       |          | 
|Total expenses                                                                 |  |                     | 1,147,583  |   |                         |   | (750    | )        | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Net operating (loss)                                                           |  |                     | (1,157,591 | ) |                         |   | 750     |          | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Other income (expense):                                                        |  |                     |            |   |                         |   |         |          | 
|Interest expense (2)                                                           |  |                     | (29,511    | ) |                         |   | (62,396 | )        | 
|Total other income (expense)                                                   |  |                     | (29,511    | ) |                         |   | (62,396 | )        | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Net (loss)                                                                     |  | $                   | (1,187,102 | ) |                         | $ | (61,646 | )        | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Net loss per weighted share, basic and fully diluted                           |  | $                   | (0.10      | ) |                         |   |         |          | 
|                                                                               |  |                     |            |   |                         |   |         |          | 
|Weighted average number of common  shares outstanding, basic and fully diluted |  |                     | 11,319,782 |   |                         |   |         |          | 











|(1) | The restatement adjustment to professional fees relates to $750 which was originally recorded as warrants issued for services in
error. It was reclassified                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection
with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock
were revalued.









-16-









DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014

|12. | Restatement of Financial Statements (continued):
|--- | ------------------------------------------------





The following table presents the statement
of cash flows as previously reported, restatement adjustments and the statement of cash flows as restated for the six months ended
June 30, 2013:



|                                                    |  | Previously Reported |            |   | Restatement Adjustments |   |           | Restated | 
|--------------------------------------------------- |  | ------------------- | ---------- | - | ----------------------- | - | --------- | -------- | 
|Cash flows from operating activities:               |  |                     |            |   |                         |  
|                                                    |  |                     |            |   |                         |   |           |          | 
|Net loss                                            |  | $                   | (1,402,175 | ) |                         | $ | (108, 463 | )        | 
|                                                    |  |                     |            |   |                         |   |           |          | 
|Adjustment to reconcile net loss to net cash:       |  |                     |            |   |                         |   |           |          | 
|Depreciation and amortization                       |  |                     | 6,192      |   |                         |   | —         |          | 
|Stock based compensation                            |  |                     | 956,000    |   |                         |   | —         |          | 
|Stock, options and warrants issued for services (1) |  |                     | 1,750      |   |                         |   | 14,250    |          | 
|Stock issued in lieu of refund                      |  |                     | 20,000     |   |                         |   | —         |          | 
|Interest expense (2)                                |  |                     | 25,374     |   |                         |   | 94,213    |          | 
|Changes in operating assets and liabilities:        |  |                     |            |   |                         |   |           |          | 
|Deposits and prepaid expenses                       |  |                     | (6,600     | ) |                         |   | —         |          | 
|Accounts payable and accrued expenses               |  |                     | 139,297    |   |                         |   | —         |          | 
|Net cash used for operating activities              |  |                     | (260,162   | ) |                         |   | —         |          | 
|                                                    |  |                     |            |   |                         |   |           |          | 
|Cash flows from financing activities:               |  |                     |            |   |                         |   |           |          | 
|Proceeds from sale of common stock                  |  |                     | 1,000      |   |                         |   |           |          | 
|Net proceeds from borrowings on notes payable       |  |                     | 175,000    |   |                         |   | —         |          | 
|Net cash used for financing activities              |  |                     | 176,000    |   |                         |   | —         |          | 
|                                                    |  |                     |            |   |                         |   |           |          | 
|Net increase (decrease) in cash                     |  |                     | (84,162    | ) |                         |   |           |          | 
|Cash, beginning of period                           |  |                     | 84,187     |   |                         |   | —         |          | 
|Cash, end of period                                 |  | $                   | 25         |   |                         | $ | —         |          | 





|(1) | The restatement to stock, options and warrants issued for services relates to the issuance of warrants for services which was not previously valued. Additionally, $750 which was originally recorded as warrants issued for services in error was reclassified.                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | The restatement adjustment to interest expense relates to the amortization of debt discount arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued.







-17-







DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2014









|13. | Subsequent events
|--- | -----------------





Acquisition of Conejo Deals Inc.



On July 1, 2014, the Company entered into a
Purchase Agreement to acquire the operational assets of Conejo Deals Inc., a daily deal site focusing on merchants and clients
in the Los Angeles, California market. The Company is required to pay the following consideration to Conejo Deals Inc.; (a) $750,000,
(b) $500,000 convertible note; (c) 100,000 common stock shares and (d) other common stock consideration based on certain gross
billing levels. The closing date of the purchase agreement is expected to occur no later than October 20, 2014, if the Company
has sufficient funds to close; however, there can be no assurance of this.



Acquisition of Half Price San Diego, Inc



On July 7, 2014, the Company entered into
a Purchase Agreement to acquire the operational assets of Half Price San Diego, LLC, a daily deal site focusing on merchants and
clients in the San Diego, California market. Upon closing, the Company is required to pay (a) $40,000 and (b)75,000 shares of
common stock. The closing date of the purchase agreement is expected to occur no later than September 30, 2014, if the Company
has sufficient funds to close; however, there can be no assurance of this.



Shares issued subsequent to balance sheet
date



Between July 1, 2014 and TBD, the Company issued
an additional 3,581,428 shares. Of the 3,581,428 shares issued, (i) 366,000 shares were issued in connection with note purchase
agreements (ii) 2,315,428 shares were issued for the conversion of notes payable, (ii) 300,000 shares were issued in connection
with the exercise of stock options, and (iii) 600,000 shares were issued in exchange for services.





-18-











Item 1A. Risk Factors



A Smaller Reporting Company, as defined by
Item 10 of Regulation S-K, is not required to provide the information required by this item; however, risk factors pertaining to
our business may be reviewed in our Form S-1 Registration Statement filing available for review at www.sec.gov.



Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.



As used in this Form 10-Q, references to “we,”
“our” or “us” refer to Discount Coupons Corporation unless the context otherwise indicates.



Forward-Looking Statements



The following discussion should be read in
conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report
contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.



This Form 10-Q for the six months ending June
30, 2014 should be reviewed in conjunction with our audited financial statements for our fiscal years ended December 31, 2013 and
December 31, 2012 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for those
same fiscal periods, which are available for review in our Form 10-K filing at www.sec.gov.



Although these forward-looking statements,
and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.



Overview



We are a marketing
firm that provides services to businesses on a cost per acquisition basis through the sale of discount vouchers to consumers.  Our
business operates in a similar manner to businesses that define themselves as “daily deal’ websites.  Additionally,
we have acquired and plan to enter into additional agreements with “daily deal” websites to assist them to improve
their internet presence and websites in return for a portion of their revenues as described in the Description of the Business.



We were incorporated
on August 16, 2010 in the State of Florida.  Our domain name, discountcoupons.com, was contributed to the company by
founding shareholder, Charles Zitsman, in exchange for 1,589,290 shares of common stock and $12,500.  We immediately
began to develop our business model, website, and internet mailing list to capitalize on the strength of our domain name.



Limited Operating History



We have a limited
operating history.  Our operations have been focused on establishing our business model, designing and constructing a
website, acquiring subscribers, obtaining merchant agreements, testing marketing, advertising and sales channels, and exploring
merger and acquisition opportunities within our industry and other closely related industries.



Plan of Operations



Our primary focus
is offering discount coupons to individuals via the internet.  We do this through e-mail and other mass marketing methods,
directing consumers to our website, DiscountCoupons.com or other websites that we have under management.  We also provide
our knowledge of internet-based business models to other companies on a consulting basis.



We have tested various
marketing and advertising channels to determine their efficacy to both sell our vouchers and obtain new subscribers. We have primarily
tested pay-per-click search engine marketing, organic search engine optimization, and social media. Through these tests we have
learned which channels provide a return on investment (ROI) and which also provide a positive impact on sales and public knowledge.



Recently, our operations
have included a focus on acquiring management agreements from complementary and similar businesses, whereby we are able to manage
their businesses on a revenue share basis. These management agreements provide us with additional marketing reach to promote our
offers and also benefit from the increased revenue that results from the management of these properties.



-19-











Results of Operations

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



Revenues

Revenues for the six months ended June 30,
2014 and 2013 were $95,696 and $3,189, respectively, representing a $92,507 increase in our revenues. The increase is primarily
attributable to an increase in our service revenues resulting from our HC Consulting acquisition.



Cost of Sales

Cost of sales for the six months ended June
30, 2014 and 2013 were $200 and $0, respectively.



Gross Profit

Gross profit for the six months ended June
30, 2014 and 2013 was $95,496 and $3,189, respectively, representing a $92,307 increase in our gross profit.  The increase
is primarily attributable to an increase in our service revenues resulting from our HC Consulting acquisition.



Total Expenses

Total expenses for the six months ended June
30, 2014 and 2013 were $1,801,417 and $1,364,169, respectively, representing a $437,248 increase in total expenses. Our total expenses
consist of professional fees, selling and general and administrative.  The increase in our total expenses is primarily
attributable to stock issued for services in the amount of $1,663,081.



Net Operating Loss

Net operating loss for the six months ended
June 30, 2014 and 2013 was $1,705,921 and $1,360,980, respectively, representing an $344,941 increase. The increase in net operating
loss is primarily attributable to an increase in total expenses related to stock issued for services.



Other Income and Expenses

Interest expense for the six months ended June
30, 2014 and 2013 was $231,771 and $149,658, respectively, representing an $82,113 increase. The increase in interest expense is
primarily attributable to the amortization of deferred finance fees and debt discount associated with the new issuances of debt.
For the six months ended June 30, 2014, the Company recorded a loss on extinguishment of debt in the amount of $49,370. Additionally,
for the six months ended June 30, 2014 the Company recorded a gain related to the forgiveness of interest in the amount of $6,517.



Net Loss

The net loss for the six months ended June
30, 2014 and 2013 was $1,980,545 and $1,510,638, respectively, representing a $469,907 increase. The increase in net loss is primarily
attributable to an increase in total expenses related to stock issued for services.



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



Revenues

Revenues for the three months ended June 30,
2014 was $51,833 versus negative revenue of $10,008 for the three months ended June 30, 2014, representing a $61,841 increase in
our revenues. The increase is primarily attributable to an increase in our service revenues resulting from our HC Consulting
acquisition.



Cost of Sales

Cost of sales for the three months ended June
30, 2014 and 2013 were $100 and $0, respectively.



Gross Profit

Gross profit for the three months ended June
30, 2014 was $51,733 versus negative gross profit of $10,008, respectively, representing a $61,741 increase in our gross profit.
The increase in gross profit is primarily attributable to an increase in our service revenues resulting from our HC Consulting
acquisition.



Total Expenses

Total expenses for the three months ended June
30, 2014 and 2013 were $727,511 and $1,146,833, respectively, representing an $419,322 decrease in total expenses. Our total expenses
consist of professional fees, selling and general and administrative.  The decrease in our total expenses is primarily
attributable to stock issued for services. During the three months ended June 30, 2013 the Company recorded $906,000 in expenses
related to the issuance of shares for services versus $544,000 in expenses related to the issuance of shares for services for the
three months ended June 30, 2014.



Net Operating Loss

Net operating loss for the three months ended
June 30, 2014 and 2013 was $675,778 and $1,156,841, respectively, representing a $481,063 decrease. The decrease in
our total expenses is primarily attributable to stock issued for services.



-20-











Other Income and Expenses

Interest expense for the three months ended
June 30, 2014 and 2013 was $198,396 and $91,907, respectively, representing a $106,489 increase. The increase in interest expense
is primarily attributable to the amortization of deferred finance fees and debt discount associated with the new issuances of debt.
For the three months ended June 30, 2014, the Company recorded a loss on extinguishment of debt in the amount of $31,157. Additionally,
for the three months ended June 30, 2014 the Company recorded a gain related to the forgiveness of interest in the amount of $813.



Net Loss

The net loss for the three months ended June
30, 2014 and 2013 was $904,518 and $1,248,748, respectively, representing an $344,230 increase. The increase in net loss is primarily
attributable to an increase in total expenses related to stock issued for services.



Liquidity and Capital Resources



The term “liquidity” as used herein
refers to the ability of an enterprise to generate adequate amounts of cash to meet the enterprise’s needs for cash. At the
present time, our available cash is not sufficient to allow us to commence full execution of our business plan. We have minimal
cash on hand and no ability to generate cash without the sale of equity or debt securities.



Our growth strategy for the next 12 months
is primarily focused on seeking strategic acquisitions or joint ventures to acquire their respective operations and mailing
lists in our attempt to increase our revenues and increase our subscribers. There can be no assurances that we will be successful
in this strategy.  Our expansion program may require us to increase our payroll obligations, workers compensation premiums,
and employer taxes if our revenues grow. Funds required to finance our expansion program are expected to come primarily from additional
debt or equity financings during fiscal 2014; however, there are no assurances that we will be successful in obtaining any additional
financing or that we will secure financing on terms that will be favorable to us.



During the six months ended June 30, 2014,
we used $124,266 net cash in operations, received net cash of $2,754 from investing activities and had $175,000 in net cash provided
from the sale of debt and equity securities to investors after principal repayments. During the six months ended June 30,
2013, we used $260,162 net cash in operations and had $176,000 in cash provided from the sale of debt and equity securities
to investors.



Going Concern

Our financial statements have been
prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  Since inception, the Company has primarily devoted
its efforts to the development and implementation of its web-based business.  Operations have been funded through
the private placement of equity securities and debt financing.  These successful funding efforts have allowed the
Company to reach its current state of development despite incurring losses typical with an emerging technology company.
AtJune 30, 2014, the Company had $58,660 in cash, and $674,995 in negative working
capital.  Additionally,for the six months ended June 30, 2014 and 2013, the Company incurred net losses of
$1,980,545 and $1,510,638, respectively.



Management
anticipates incurring additional losses prior to reaching a positive operating cash flow and intends to finance its operations
through additional notes payable and equity funding.  Significant additional funding is needed. The Company is in the
process of raising capital but there are no assurances such funding will be available.



If adequate funding cannot be obtained, the
Company may be unable to continue as a going concern.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



-21-









ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Interest Rates



We are not being exposed
to market risks relating to changes in interest rates because all outstanding debt bears interest at a fixed rate. We currently
do not engage in any interest rate hedging activity and have no intention of doing so in the foreseeable future.



Foreign Exchange



The company has no exposure to foreign
exchange fluctuations.



Inflation



Inflationary factors
such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not
believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation
in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative
expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.



ITEM 4. CONTROLS
AND PROCEDURES.



Evaluation of Disclosure
Controls and Procedures



As of the end of the
period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive
Officer/Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
1934 Act). Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls
and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under
the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission
rules and forms.



Changes in Internal
Control Over Financial Reporting.



There have been no
changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)
of Rule 240.15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially
affect, our internal control over financial reporting.



PART II- OTHER INFORMATION



Item 1. Legal Proceedings



None



Item 2. Unregistered Sales of
Equity Securities



Referred to in Footnote
8 of the financial statements provided in Part I.



Item 3. Defaults upon Senior Securities



None.



Item 4. Mine Safety Disclosures.



Inapplicable.



Item 5. Other Information.



None.



-22-







Item 6. Exhibits



|Exhibit No. |  | Description                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------
|            |  |                                                                                                   
|31.1        |  | Rule 13a-14(a)/15d14(a) Certification of Pat Martin,  Chief Executive Officer (attached hereto)   
|            |  |                                                                                                   
|31.2        |  | Rule 13a-14(a)/15d14(a) Certification of Pat Martin, the Chief Financial Officer (attached hereto)
|            |  |                                                                                                   
|32.1        |  | Section 1350 Certification of Pat Martin, Chief Executive Officer (attached hereto)               
|            |  |                                                                                                   
|32.2        |  | Section 1350 Certification Pat Martin, Chief Financial Officer (attached hereto)                  
|            |  |                                                                                                   
|101.INS     |  | XBRL INSTANCE DOCUMENT                                                                            
|            |  |                                                                                                   
|101.SCH     |  | XBRL TAXONOMY EXTENSION SCHEMA                                                                    
|            |  |                                                                                                   
|101.CAL     |  | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE                                                      
|            |  |                                                                                                   
|101.DEF     |  | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE                                                       
|            |  |                                                                                                   
|101.LAB     |  | XBRL TAXONOMY EXTENSION LABEL LINKBASE                                                            
|            |  |                                                                                                   
|101.PRE     |  | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE                                                     

_____________





-23-







SIGNATURES



Pursuant to the requirements 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.



|                          | Discount Coupons Corporation
|------------------------- | ----------------------------
|                          |                             
|Dated: September 18, 2014 | By:                         
|                          | Name                        
|                          | Title:                      





-24-