UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K





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



For the fiscal year ended: December
31, 2014

Or





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



For the transition period from: _____________
to _____________



Commission file number 333-113296



BETA
MUSIC GROUP, INC

(Exact name of registrant as specified
in its charter)



|FLORIDA                           |  | 26-0582871         
|--------------------------------- |  | -------------------
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)



7100 BISCAYNE BOULEVARD

MIAMI, FL 33138

(Address of principal executive offices)
(Zip Code)

(212) 249-4900

(Registrant’s telephone number,
including area code)

n/a

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



SECURITIES REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:



|TITLE OF EACH CLASS           |  | NAME OF EACH EXCHANGE ON WHICH REGISTERED
|----------------------------- |  | -----------------------------------------
|common stock, $0.01 par value |  | None                                     



SECURITIES REGISTERED PURSUANT TO
SECTION 12(G) OF THE ACT:



COMMON STOCK

(Title of Class)



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.



☐  Yes  ☒  No



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.



☐  Yes  ☒  No



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 Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐



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



|Large
accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒
|------------------------- | ------------------- | ----------------------- | ---------------------------



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).



☐  Yes  ☒  No



The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which
the common equity was last sold, or the average bid and asked price for such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter as reported by the Pink Sheets OTCQB on September 1,
2016 as approximately $4,000,000.



APPLICABLE ONLY TO CORPPORATE ISSUERS



Indicate the number of shares
outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 76,685,840 shares of
common stock $0.01 par value as of September 1, 2016.



DOCUMENTS INCORPORATED BY REFERENCE



None

















FORWARD LOOKING STATEMENTS





This Form 10-K contains “forward-looking
statements” within the meaning of applicable securities laws relating to Beta Music Group, Inc. (“Beta”, “Beta
Music” “we”, “our”, or the “Company”) which represent our current expectations or beliefs
including, but not limited to, statements concerning our operations, performance, and financial condition. These statements by
their nature involve substantial risks and uncertainties, credit losses, dependence on management and key personnel, variability
of quarterly results, and our ability to continue growth. Statements in this annual report about the Company’s future expectations,
beliefs, goals, plans or prospects constitute forward-looking statements. You should also see our risk factors as set forth in
this Form 10-K. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact are forward-looking
statements. Without limiting the generality of the foregoing, words such as “may”, anticipate”, “intend”,
“could”, “estimate”, or “continue” or the negative or other comparable terminology are intended
to identify forward- looking statements. Other matters such as our growth strategy and competition are beyond our control. Should
one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and
results could differ materially from those indicated in the forward-looking statements.



Any forward-looking statement speaks
only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the
impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.



We are under no duty to update such forward-looking statements.













Table of Contents



|PART I  
|--------
|ITEM 1. 
|ITEM 1A.
|ITEM 1B.
|ITEM 2. 
|ITEM 3. 
|ITEM 4. 
|        
|PART II 
|ITEM 5. 
|ITEM 6. 
|ITEM 7. 
|ITEM 7A.
|ITEM 8. 
|ITEM 9. 
|ITEM 9A.
|ITEM 9B.
|        
|PART III
|ITEM 10.
|ITEM 11.
|ITEM 12.
|ITEM 13.
|ITEM 14.
|        
|PART IV 
|ITEM 15.

















ITEM 1. DESCRIPTION OF BUSINESS.



BACKGROUND:



Beta Music Group, Inc.



Beta Music Group
Inc. (“BETA”, the “Company” or “we”) is a Florida corporation incorporated in the state of
Florida on July 5, 2006 under the name Pop Starz Productions, Inc. On November 15, 2007 The Company changed its name to The Next
Pop Star Inc. and its original business plan was to produce live entertainment competitions to be taped and/or filmed for distribution
by television and/or internet means. The Company was not successful in this endeavor and refocused its operations. In conjunction
with this change in the Company’s business focus, on October 23, 2008, the Company changed its name to Beta Music Group,
Inc. In December 2009 there was a change in the Company’s control and new management was appointed. In April 2010 The Company
spun-off its operating subsidiary and issued a stock dividend to our shareholders. The Company’s new focus was to effect
a merger, exchange of capital stock, asset acquisition or other similar business combination with an operating or development stage
business which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934. In March 2012,
the Company formed Beta Auto Group, Inc., a wholly owned subsidiary, to operate a wholesale auto dealer in the state of Indiana
where the Company obtained a dealer licensee, bond and secured garage man insurance. The Company also acquired and sold auto inventory.
We will concentrate on the licensed digital media platform that we acquired.



On October 31, 2013,
the Company and its controlling stockholders (the “Controlling Stockholders”) entered into a Share Exchange Agreement
(the “Share Exchange”) with USave Acquisitions, Inc., a Florida corporation (“USAVE”) and the shareholders
of USAVE (the “USAVE Shareholders”), whereby the Company acquired 43,444,865 shares of common stock representing 100%
of USAVE (the “USAVE”)common stock from the USAVE Shareholders. In exchange for the USAVE Stock, the Company issued
43,444,865 shares of its common stock to the USAVE Shareholders. The 43,444,865 shares were issued at par value $.01, and represent
approximately 70% of the Company’s total issued and outstanding shares. The Common Stock Purchase Agreement, and subsequent
transaction closing, was completed on October 31, 2013. As a result of the Share Exchange the former business of USAVE is now our
primary business. Upon closing of the Share Exchange Agreement, the then current officer and director tendered their resignation
and Mr. Jim Ennis was appointed as our Chief Executive Officer, President and Chairman of the Board of Directors.



On November 4, 2013,
the Company entered into a Stock Purchase Agreement with (the “EVG Share Exchange”) with EVG Media, Inc., a Florida
corporation (“EVG”) and the shareholders of EVG (the “EVG Shareholders”), whereby the Company acquired
1,000,000 shares of common stock of EVG, representing 100% of the issued and outstanding shares of common stock of) of EVG from
the EVG Shareholders. EVG has no assets and no operation as of the agreement date. EVG and USave Acquisition Inc. share the same
shareholder base. In exchange for the issuance of 500,000 restricted shares of our common stock to the EVG Media, Inc. The 500,000
restricted shares, issued were issued at par value $.01, The EVG Share Exchange and related transactional documents closed on November
4, 2013.



USave Acquisitions, Inc.



On December 19, 2012,
USave Acquisitions, Inc., a Florida corporation purchased a 90% equity interest in USavect, Inc., a Connecticut corporation, and
a 90% equity interest of USavenj, Inc. a New Jersey corporation. USavect, Inc. and USavenj, Inc. are subsidiary operations of USave
Acquisitions, Inc. and serve as subsidiary operations regarding implementing the Company’s digital media platform. On October
31, 2013, the Company and its Controlling Stockholders entered into a Share Exchange with USAVE and the USAVE Shareholders, whereby
the Company acquired 43,444,865 shares of common stock representing 100% of each Company’s issued and outstanding shares
of common stock) of USAVE from the USAVE Shareholders in consideration for the issuance of 43,444,865 shares of the Company’s
common stock to the USAVE Shareholders. As a result of the Share Exchange, USAVE became the Company’s wholly owned subsidiary.
The Company will continue the USAVE operations.



Viewpon



Management
has determined that the most expedient way to achieve these goals is for the Company to purchase Viewpon Holdings. On June 27,
2014, The Company entered into a Share Exchange Agreement providing for the acquisition by the Company of all of the outstanding
capital stock of Viewpon Holdings, Inc. a company formed under the laws of Delaware, from the shareholders of Viewpon in exchange
for the issuance of up to 1,900,000 shares common stock of the Company payable upon closing. Closing was subject to obtaining the
consent from shareholders owning no less than 90% of Viewpon’s issued and outstanding shares of common stock. Shareholders
representing the holders of 100% of the outstanding common stock have consented to the agreement.



Please note that
the information provided below, unless otherwise noted, relates to the combined enterprises of the Company after the Share Exchange.





1









The Business



The
Company is a Florida Corporation and is headquartered in Miami, Florida. The Company is an emerging growth digital media company.
In December 2013, The Company acquired from Viewpon Holdings the exclusive worldwide licensing rights to operate and sell
services and products available on Viewpon’s digital media platform. The digital media platform will enable the Company
to develop and design digital and interactive videos, applications, social media products, new media and internet television
and social networks for sports, health, fitness and entertainment enthusiasts. In addition, The Company will sell digital
coupons and digital media videos which were acquired from Viewpon. The Company will implement a multimarket revenue strategy
that incorporates digital media videos, mobile applications, social media and internet television to engage consumers to purchase
products and services for small businesses. The strategy of the Company is to offer digital media videos as a cost effective method
for small businesses to connect to their clients in an efficient way to by placing the interests of their consumers first. The
Company will also provide consulting, social networking and strategic planning for clients.



Management
has determined that the most expedient way to achieve these goals is for the Company to purchase Viewpon Holdings. On June 27,
2014, The Company entered into a Share Exchange Agreement providing for the acquisition by the Company of all of the outstanding
capital stock of Viewpon Holdings, Inc. a company formed under the laws of Delaware, from the shareholders of Viewpon in exchange
for the issuance of up to 1,900,000 shares common stock of the Company payable upon closing. Viewpon Holdings, Inc. owns and operates
two subsidiaries, Viewpon and Sideshow Entertainment.



Viewpon
is a lifestyle entertainment show and online listing services website that features small businesses and stories across San Francisco
and the Pacific Northwest. From the coolest places to stay, play and dine, Viewpon takes viewers on a tour of all that is best
in the area where they live. Viewpon’s television show and digital video content website highlights small businesses and
fun things to do your area and then offers those experiences at a discount. Viewpon’s television show drives customers to
our website where customers can view digital videos of all of our small business clients.



Sideshow
Entertainment is a full service television and video production company producing original, non-scripted programming. Founded
in San Francisco in 2007, by President and Executive Producer Michael Orkin, Sideshow Entertainment has produced reality-based
programming featuring home makeovers, real estate, home brewing, infomercials and even a game show. Sideshow Entertainment has
partnered with high profile companies such as IKEA, Kelly Moore Paints, Big O Tires and Miller/Coors. Sideshow Entertainment prides
itself in being able to help such high profile companies turn “branding” into compelling television.



The
Company’s strategy to drive revenues is by producing digital videos for small and large businesses across various sectors
including retail, health, wellness, consulting and other specific communities. The Company’s digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and many more small businesses. Small businesses and large businesses will use the digital media
platform to create interactive advertising videos so engage with current and potential consumers at the critical moment when they
are deciding where to spend their money. The Company’s business revolves around three key constituencies: producing digital
media advertising, contributors who submit digital streaming reviews of the small businesses products and services and consumers
who watch digital reviews of the local businesses that they describe. The Company will invest in these small business communities
to build customer loyalty and increase brand awareness by delivering digital videos of interest and enhanced interactive content
of small business products and services that enrich and improve their client’s lifestyle. The Company is a marketing and
media company that will provide digital media marketing, social and mobile marketing, strategic media planning and other specialty
communications services. The Company will provide customers with digital, mobile, social and video content productions to
promote small businesses to their clients by providing digital coupons as interactive experiences between
clients and the small business community. Viewpon has approximately 20,000 registered users and has previously produced
approximately 378 television shows and over 5,000 digital media network broadcasts regarding their digital media platform. As a
result of the acquisition of Viewpon, the Company is expected to be the premier provider of digital media marketing, social and
mobile marketing, strategic media planning and other specialty communications services and produce digital videos for small and
large businesses across various sectors including retail, health, wellness, consulting and other specific communities. The digital
media videos will serve small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels,
travel services as well as auto mechanics, plumbers and many more small businesses.



The
Company’s digital media platform will include mobile apps, interactive videos, online websites, mobile marketing and
social media. The Company’s strategy to drive revenues is by producing digital videos for small and large businesses across
various sectors including retail, health, wellness, consulting and other specific communities. The digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and many more small businesses. Small businesses and large businesses will use the digital media
platform to create interactive advertising videos so engage with current and potential consumers at the critical moment when they
are deciding where to spend their money. The business revolves around three key constituencies: producing digital media advertising,
contributors who submit digital streaming reviews of the small businesses products and services and consumers who watch digital
reviews of the local businesses that they describe. The Company will invest in these small business communities to build customer
loyalty and increase brand awareness by delivering digital videos of interest and enhanced interactive content of small business
products and services that enrich and improve their client’s lifestyle.





2









In
addition to the sale of the video coupons, the Company provides creative solutions to the advertising and marketing challenges
encountered by small businesses. The mission is to assist small businesses grow their operations by increasing their customers.
The Company is a strategic marketing partner, creating online promotions that deliver results to reach a range of targeted audiences
and provide strategic planning to clients across the sectors of social media and marketing services.



The
Share Exchange agreement with Viewpon provides the Company with access to Viewpon’s digital media technology platform
that includes interactive coupon & multi-format publishing technologies and multiple new scalable revenue streams & innovative
technologies designed specifically for internet couponing applications. The Company creates value for its clients that are
comprised of consumers and businesses via digital value offers, retailers who create offers enabled with our technology and finally
consumers who redeem offers, consume advertisements and products that generate revenue for our operation. The digital media platform
provides digital video commercials and interactive broadcasting as the method of video presentations, distribution, and monetization.



To
date, our revenues have been generated through consulting services offered to small business owners. Our digital media platform
will enable us to develop digital media marketing programs by producing digital videos for small and large businesses across
various sectors including retail, health, wellness, consulting and other specific communities. Our digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and other sectors within the small business community. Contracts with our clients to produce the
digital media videos are negotiated individually and terms of the engagement with clients and the basis in which fees and commissions
will vary significantly. Contracts with small business client are multifaceted arrangements that may include an upfront fee, an
incentive compensation provision and may also include vendor credits. Clients may arrange for our services to be provided via local,
regional across various business sectors.



The
Company’s website is located at www.betamusicgroupinc.com.



The Market



The local small
business services market is a large, fragmented and inefficient sector. Each day, there are hundreds of millions of consumers making
decisions about where to spend their money at small businesses. Trends indicate the increasing challenges to traditional methods
in which small businesses have connected with consumers and will offer opportunities for solutions like digital media videos. Despite
the size of this market, consumers and small businesses have historically lacked an efficient way to connect to each other to generate
revenues to grow most small business. Consumers traditionally have been forced to rely on inefficient sources to navigate the landscape
of the small business marketplace, often turning to family, friends, and neighbors for recommendations of small businesses to hire
without visually viewing the small business services. Referrals are usually based on a single interaction, and it can be difficult
for consumer to confirm word-of-mouth referrals before making a purchase decision.



Small businesses
are faced with similar and significant challenges in finding new clients who are motivated to spend money to purchase and in separating
themselves from their competitors on the basis of quality of their products and services. Historically, small businesses relied
upon traditional advertising services such as television, newspapers and yellow pages that do not provide the ability to target
motivated customers or to differentiate their business from their competitors. While the Internet has transformed the way that
information is accessed and shared, profoundly impacting the local services marketplace, it has not by itself solved these problems
for either the consumer or the local service provider. Information on the Internet is inherently susceptible to fraud and bias.
For example, a single nefarious competitor can embellish its own reputation or tarnish the reputations of its competitors. This
can result in consumer uncertainty and doubt, particularly when searching for information regarding high cost of failure services.
We believe that solving these age-old inefficiencies of the small business marketplace requires a trusted intermediary to compile,
organize and make available reliable information on small businesses services. We offer an efficient way for consumers and reputable
service providers to find each other.



Producing and submitting
online reviews of small businesses are gaining credibility in the marketplace.The growth of the Internet, smart phones
and smart tablets has helped make online reviews have become a regularly relied-upon source of information. USAVE will expand on
the online reviews by offering digital streaming reviews of small business that could be shared via social media apps and other
platforms and offering the digital reviews in combination with other incentives sales and digital coupons offerings to connect
clients with each other to increase sales for small businesses. Small Business Advertising is transitioning from traditional advertising
to online marketing. Over the past decade, the advertising market for small businesses has undergone transformational changes.
Consumers who at one time turned almost exclusively to television, newspapers, yellow pages, and other forms of traditional media
for information about small businesses are now increasingly relying on digital media and online resources. As consumers move toward
smart phone and tablet platforms, small businesses are shifting their advertising spending budgets from traditional media sources
to online advertising and digital marketing.





3









Industry Trends



Historically, digital
media, mobile marketing, social media and public relations and traditional advertising campaigns have been provided on a consolidated
basis by larger global companies in the marketing communications industry. However, as small businesses clients seek to establish
direct continued relationships with their consumers and seek to accurately measure the effectiveness of their marketing expenses,
specialized digital, mobile, social media and targeted marketing services are consuming a growing portion of marketing dollars.
This is increasing the demand for individualized online marketing campaigns to reach clients on their smart phones, tablets, and
other mobile devices at the point of decision making process. The small business community is now more accepting to use online
marketing advertising platforms including social media, digital videos, interactive marketing to the online and mobile communities
as their method of communication to their clients.



Sources of Revenue



To date, our revenues
have been generated through consulting services offered to small business owners. There has been no revenue generated from the
Viewpon acquisition through December 31, 2014 and through year to date 2016 due to insufficient working capital. Our digital media
platform will enable us to develop digital media marketing programs by producing digital videos for small and large businesses
across various sectors including retail, health, wellness, consulting and other specific communities. Our digital media videos
will serve small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services
as well as auto mechanics, plumbers and other sectors within the small business community. Contracts with our clients to produce
the digital media videos are negotiated individually and terms of the engagement with our clients and the basis in which we earn
fees and commissions will vary significantly. Contracts with small business client are multifaceted arrangements that may include
an upfront fee, an incentive compensation provision and may also include vendor credits. Clients may arrange for our services to
be provided via local, regional across various business sectors.



Fees are negotiated
individually with the small business clients and may include upfront fee based compensation and may include incentive commission
for services for planning, creation, implementation and executions of a digital media video for small business to sell their products
and services. Our revenues are calculated to reflect expenses including production, sales, general administration and corporate
overhead based on monthly rates as well as mark-up percentages to exceed our operating expenses. Small business clients may seek
to include incentive compensation components for successful execution as part of the total compensation. Commissions earned are
based on production services of the digital media videos provided and are usually calculated on a percentage of the total revenues
generated for our clients. Revenues can also be generated when clients pay gross revenues rates before we pay reduced cost of sales
rates depending on the nature of the services agreement. To reduce risks from non-payments from our clients, our company typically
pays its generated expenses only after we have received funds from our clients.



Competition



In the competitive,
highly fragmented digital media and mobile marketing and communications industry, the Company competes for business with large
global companies such as Yelp, Inc. Angie’s List, Inc. Groupon, Inc. These global holding companies generally have greater
resources than those available us, and such resources may enable them to aggressively compete with the Company’s digital
media and marketing communications businesses. We also face competition from numerous independent agencies that operate in multiple
markets and must compete with these independent companies to maintain existing client relationships and to obtain new clients and
assignments. We compete at this level by providing clients with digital media platforms and strategies that are focused on increasing
clients’ revenues and brand awareness.



Clients



The Company will
serve small business clients in virtually every business sector and may serve similar clients in same or different locations. The
Company’s clients will include small and large businesses across various sectors including health, retail, wellness, consulting
and others within specific business communities. Our clients are forecasted to include but not limited to small businesses including
boutiques, salons, restaurants, doctors, dentists, accountants, hotels, travel services as well as auto mechanics, plumbers and
other small businesses within their local business community. The digital media and marketing engagement with our client does not
mean that the company handles marketing communications exclusively for all brands or product lines of the small business clients.
As is customary in the industry, these contracts provide for termination by either party on relatively short notice.



Employees



Currently Mr. Jim
Ennis serves as our sole officer and director. The Company has three other employees. The Company will need to hire employees to
expand its operations. An important aspect to the Company’s competitiveness will be its ability to hire and then retain critically
important employees and management. Compensation is critical and essential factors in attracting, hiring and retaining employees.
The Company may not offer a level of compensation sufficient to attract and retain these key employees. If the Company fails to
hire and retain a sufficient number of these key employees, it may not be able to compete effectively.





4









Engagement of Small Businesses



The Company will
help small businesses by producing digital media and interactive videos to help their brand engagement with potential clients,
providing social media digital client reviews and mobile marketing solutions that help small businesses reach new customers in
cost effective method. The Company will provide a simple and affordable digital media platform to engage with their consumers.
Our digital media platform provides interactive digital offers and digital reviews via social media to engage with consumers. Additional
coupon offers to clients for their digital reviews being forwarded to their social network will benefit both consumers and small
businesses.



Once the Company
is engaged, the small business owner will have his digital media video produced and their digital offers set up on our free digital
advertising network and social media websites. With minimal additional effort, small business owners can use our online advertising
platform to engage with customers, track effectiveness of digital media videos and their deal offers. Our platform will offer small
businesses performance and impression-based advertising and flexibility to pay on a monthly basis or through the percentage or
revenues generated over six or twelve month advertising plans. The prices of our advertising plans typically range from $300 to
$1,000 per month or a percentage of revenues generated through our digital media platform.



Targeted reach to
broad number of consumers via The Company’s digital media platform helps local businesses access a large audience of potential
consumers at the specific decision making moment when they are searching for a small business for a specific product or services
Small businesses focus on demand fulfillment in contrast to other marketing solutions that only create awareness and attempt to
generate consumer demand through online advertising and email marketing; The Company will help small businesses fulfill demand
by engaging with targeted consumers who have expressed demand for their products or services.



Engagement of Consumers



Consumers enroll
for free and may be drawn to our platform because our digital media videos provide a visual of the products and services before
making their purchase. Generating a visual experience from the small businesses before making their purchase helps consumers the
best small businesses for their everyday needs. The digital media platform is free, easy to use and has broad demographic appeal,
serving small business communities in the United States. Digital client reviews are core component to the Company’s experience
and a critical component of differentiation from competing services. The twenty second positive or negative reviews on our digital
network database from which consumers can draw relevant information about how and where to spend money locally from other clients.



Marketing to Small Business Sector



We believe that the
market sector will engage in our digital media platform due to the desire for small businesses owners to generate revenues and
grow their business. The digital media platform support small business communities in their local markets in which we operate.
This creates a social media environment that is conducive for clients to watch the videos before purchasing the digital coupon,
to produce and digital review about their purchase and the small business. Our focus is on small businesses to establish their
brand identity among their clients. To maintain their strong brand, we produce premium digital media videos and promote their clients
digital reviews within majority of social networks. Our digital media platform will help people find small businesses to meet their
everyday purchases. As more people use our platform, more of them will submit digital reviews. Each digital review that a user
contributes helps expand the depth of the content on our digital media platform, in turn drawing in more consumers. This increase
in consumer users and traffic improves our value to small businesses as they seek inexpensive, simple, and effective advertising
solutions to target a large number of targeted consumers. Although we have a limited operating history and have not yet achieved
profitability, this sector has a track record.



Growth Strategy



The Company intends
to grow the digital media platform and interactive videos, which is the core components of our business strategy by focusing on
the following key growth strategies: In villages, towns and cities, we may seek to increase the number of produced digital videos
for small businesses, increase the number of client digital reviews post purchase, attract more users, and engage more small businesses.
Initially our focus will be the Southeast region of the United States. When we identify a significant opportunity to continue expanding
our footprint in new markets, we may expand into that market. We plan to continue to introduce new digital media and mobile marketing
products for our content network as well as eating a mobile application for our client’s smart phones, tablets and mobile
devices. We plan to introduce our digital content solutions on an internet television channels to promote small businesses. We
plan to grow a sales force and expand our digital media videos and revenue generating products and services in order to reach more
small businesses and increase revenues generated on our digital media network.



Effect
of Environmental Laws



The Company believes
it is in compliance with the regulations concerning the discharge of materials into the environment, and such regulations have
not had a material effect on the capital expenditures or operations of the company.





5









Available Information



The Company is a reporting company and complies
with the requirements of the Exchange Act. The Company files quarterly and annual reports and other information with the SEC. The
public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Our annual
reports filed as Form 10-K, quarterly reports filed as Form 10-Q, current reports filed as Form 8-K, and any amendments to these
reports, will be made available, free of charge on the www.sec.gov website at as soon as reasonably practicable after we electronically
file such reports with, or furnish them to the SEC. Our Corporate Governance Guidelines, and Code of Conduct will be made available
free of charge soon as reasonably practicable, or by writing to our legal office at 7100 Biscayne Boulevard, Miami, Florida 33137. Attention:
Chief Executive Officer.



Our annual reports
filed as Form 10-K, quarterly reports filed as Form 10-Q, current reports filed as Form 8-K, and any amendments to these reports,
will be made available, free of charge on the www.sec.gov website at as soon as reasonably practicable after we electronically
file such reports with, or furnish them to the SEC. Our Corporate Governance Guidelines, and Code of Conduct will be made available
free of charge soon as reasonably practicable, or by writing to our legal office at 5601 Biscayne Boulevard, Miami, Florida 33137.
Attention: Chief Executive Officer.



ITEM 1A. RISK FACTORS



Investing in the
Company’s common stock involves a high degree of risk. In addition to the other information set forth in this report, you
should carefully consider the factors discussed below when considering an investment in the Company’s common stock. If any
of the events contemplated by the following discussion of risks should occur, its business, results of operations and financial
condition could suffer significantly. An investment in our Company is highly speculative in nature and involves an extremely high
degree of risk. As a result, you could lose some or all of your investment in the Company’s common stock. Additional risks
and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair its business.
The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually
occur, our business could be materially adversely affected. In such case, the Company may not be able to proceed with its planned
operations and your investment may be lost entirely.



Risks Associated with the Company’s Business



Our business is subject to numerous
risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this
prospectus summary. Some of these risks are:



| | ● | We have a short operating history in a continuously evolving market sector. This makes it very difficult to evaluate our future business prospects and may increase the risk that we will not be successful;                                                                                                                                                                                                                                                       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | We a have a short operating history and may never be able to implement our business plan or achieve sufficient revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.                                                                                                                                                                          
| | ● | We are subject to all of the risks inherent in a development stage company. In particular, potential investors should be aware that we have not proven that we can raise sufficient capital in the public and/or private markets; have access to a line of credit in the institutional lending marketplace for the expansion of our business; respond effectively to competitive pressures; or recruit and build a management team to accomplish our business plan.
| | ● | We have incurred significant operating losses in the past and current year to date and we may not be able to generate sufficient revenue to achieve or maintain profitability, particularly given our ongoing sales and marketing expenses. Any revenue growth or revenue growth rate will likely not be sustainable, and a failure to maintain an adequate revenue growth rate will adversely affect our results of operations and business;                      
| | ● | If we fail to generate and maintain sufficient high quality content from our users, we will be unable to provide consumers with the information they are looking for, which could negatively impact our traffic and revenue;                                                                                                                                                                                                                                       
| | ● | We will rely on traffic to our website from search engines like Bing, Google and Yahoo!. Some of these search engines offer products and services that compete directly with our solutions. If our digital media network and our website fails to rank prominently in unpaid search results, the traffic to our digital media network and our website could decline and our business would be adversely affected;                                                  
| | ● | Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of users and small business clients, or our ability to increase the frequency with which they use our solutions;                                                                                                                                                                                            
| | ● | If our technology filters helpful content or fails to filter unhelpful content, consumers and businesses alike may stop or reduce their use of our platform and products, and our business could suffer;                                                                                                                                                                                                                                                           
| | ● | If we fail to maintain and expand our base of small business clients, our revenue and our business will be harmed. If we fail to expand effectively into new markets, our revenue and our business will be harmed;                                                                                                                                                                                                                                                 
| | ● | If we are not successful in developing solutions that generate revenue from future mobile application or if those solutions are not widely adopted, our results of operations and our business could be adversely affected;                                                                                                                                                                                                                                        
| | ● | Negative publicity about our company, including allegations of improper business practices or sales tactics or of manipulation of digital reviews, or complaints regarding our filtering technology could diminish confidence in and use of our solutions, which would adversely affect our results of operations and business;                                                                                                                                    
| | ● | Our user traffic could be adversely affected if consumers perceive the utility of our platform to be limited to finding businesses in the restaurant and shopping categories; and                                                                                                                                                                                                                                                                                  
| | ● | The class structure of our common stock has the effect of concentrating voting control with stockholders who held our stock, including our founders, directors, executive officers and employees and their affiliates, and limiting the ability to influence corporate matters.                                                                                                                                                                                    





6









There is substantial doubt about our ability to continue
as a going concern



At December 31, 2014
we had not yet achieved profitable operations, have incurred losses since our inception. We expect to incur further losses in the
development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management’s
plan to address our ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement
or institutional sources; (2) obtaining loans from financial institutions, where possible, or (3) participating in joint venture
transactions with third parties. Although we believe that we will be able to obtain the necessary funding to allow us to remain
a going concern through the methods described above, there can be no assurances that such methods will prove successful. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Risks Related to Our Business and Industry



We have a short operating history in an evolving market
sector. This makes it very difficult to evaluate our future business prospects and may increase the risk that we will not be successful.



We have a short operating
history in an evolving market sector that may not develop as forecasted or expected, if at all. This short operating history makes
it difficult to assess our short term or long term future prospects. You should consider our business and prospects in light of
the risks and difficulties we may encounter in this rapidly evolving industry. These risks and difficulties include our ability
to, among other things:



| | ● | increase the number of users of our digital media network, our mobile application and our website, the number of digital reviews and other content on our platform and our revenue;                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | continue to earn and preserve a reputation for providing meaningful and reliable digital videos for small businesses;                                                                                                                 
| | ● | Monetize any mobile app that we may develop;                                                                                                                                                                                          
| | ● | manage, measure and demonstrate the effectiveness of our digital media network, attract and retain new advertising clients, many of small businesses which may only have limited or no online digital media or advertising experience;
| | ● | Successfully to compete with existing and future providers of other forms of traditional and online advertising;                                                                                                                      
| | ● | Successfully compete with other companies that are currently in, or may in the future enter, the business of providing information regarding local businesses;                                                                        
| | ● | successfully expand our business in new and existing markets, develop and deploy new products;                                                                                                                                        
| | ● | successfully to avoid disruptions in our service;                                                                                                                                                                                     
| | ● | develop scalable, high-performance digital media technology infrastructure that can efficiently and reliably handle increased usage globally, as well as the deployment of new features and products;                                 
| | ● | ability to hire, integrate and retain talented sales and other personnel;                                                                                                                                                             
| | ● | Effectively manage rapid growth in our sales force, personnel and operations; and effectively partner with other companies.                                                                                                           



If the demand for
information regarding local businesses does not develop as we expect, or if we fail to address the needs of this demand, our business
will be harmed. We may not be able to successfully address these risks and difficulties or others, including those described elsewhere
in these risk factors. Failure to adequately address these risks and difficulties could harm our business and cause our operating
results to suffer.



We have incurred significant operating
losses in the past, and we may not be able to generate sufficient revenue to achieve or maintain profitability, particularly given
our significant ongoing sales and marketing expenses. Our recent growth rate will likely not be sustainable, and a failure to maintain
an adequate growth rate will adversely affect our results of operations and business.





7









Since our inception,
we have incurred significant operating losses, and, as of December 31, 2014, we had an accumulated deficit of approximately $4,299,669.
Although we forecast that our potential revenue growth rate may decline in the future as a result of a variety of factors, including
the maturation of our business and the gradual decline in the number of major markets. You should not rely on the revenue run rate
of any prior quarterly or annual period as an indication of our future performance. We also expect our costs to increase in future
periods as we continue to expend substantial financial resources on:



| | ● | sales and marketing and product and feature development;                                          
| | - | --------------------------------------------------------------------------------------------------
| | ● | our technology infrastructure;                                                                    
| | ● | strategic opportunities, including commercial relationships and acquisitions; and                 
| | ● | General administration, including legal and accounting expenses related to being a public company.



These investments
may not result in increased revenue or growth in our business. If we are unable to maintain adequate revenue growth and to manage
our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.



The Company currently has generated
limited revenue and will need to raise additional capital to operate its business.



To date, the Company
has generated limited revenues. Since our inception, we have incurred significant operating losses, and, as of December 31, 2014,
we had an accumulated deficit of approximately $4,299,669. Although we forecast that our revenue growth rate may decline in the
future as a result of a variety of factors, including the maturation of our business and the gradual decline in the number of major
markets. You should not rely on the revenue run rate of any prior quarterly or annual period as an indication of our future performance.
However, changes may occur that would exhaust its available capital before it is successful in its efforts to raise capital to
operate its business. The Company will be required to seek additional sources of financing, which may not be available on favorable
terms, if at all. If the Company does not succeed in raising additional funds in a timely manner and on acceptable terms. Any additional
sources of financing will likely involve the issuance of additional equity securities, which will have a dilutive effect on the
Company’s stockholders.



We a have a short
operating history and may never be able to fully implement our business plan or achieve sufficient revenues or profitability; at
this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire
investment.



We are subject to
all of the risks inherent in a development stage company. In particular, potential investors should be aware that we have not proven
that we can raise sufficient capital in the public and/or private markets; have access to a line of credit in the institutional
lending marketplace for the expansion of our business; respond effectively to competitive pressures; or recruit and build a management
team to accomplish our business plan.



We rely on traffic
to our website from search engines like Bing, Google and Yahoo!. Some of these firms offer products and services that compete directly
with our solutions. If our digital media network and our website fail to rank prominently in unpaid search results, the traffic
to our digital media network and our website could decline and our business would be adversely affected;



Our success depends
in part on our ability to attract users through unpaid Internet search results on search engines like Bing, Google and Yahoo! and
Bing. The number of users we attract to our digital media network and our website from search engines is due to how and where our
website ranks in unpaid search results. These rankings can be affected by a number of factors, which are not in our direct control,
and they may change frequently. For example, a search engine may change its ranking designs, methodology and its algorithms, which
could result in our digital media network website to not be successful enough to generate traffic to our digital media network
website. We may not know how to be in a position to influence the results of traffic to our website. Search engine companies may
revise their rankings to promote their competing services or products of our competitors. Our website may experience fluctuations
in search result rankings and we anticipate fluctuations in the future. Any reduction in the number of users linked and using our
website could adversely impact our business and results of operations. Given the large volume of traffic to our website and the
importance of the placement and display of results of a user’s search, similar actions in the future could have a substantial
negative effect on our business and results of operations.



If we fail to
generate and maintain sufficient high quality content from our users, we will be unable to provide consumers with the information
they are looking for, which could negatively impact our traffic and revenue.



Our success depends
on our ability to engage small businesses to hire us to produce digital media videos and provide consumers with the digital information
consumers seek, which in turn depends on the quantity of the content provided by our users. For example, we may be unable to provide
consumers with the information they seek if our users do not contribute content that is helpful and reliable, or if they remove
content they previously submitted. Similarly, we may be unable to provide consumers with the information they seek if our small
business clients are unwilling to contribute content because of concerns or clients that may be sued by the businesses they digitally
review. Such instances may have occurred in the past and may occur again in the future. In addition, we may not be able to provide
client with the digital information they seek if our platform is not up-to-date. We do not phase out dated reviews and consumers
may view older reviews as less relevant, helpful or reliable. If our digital media platform does not provide current information
about small businesses or consumers perceive digital reviews on our digital media platform as less relevant, our brand and our
business could be harmed. If we are unable to provide consumers with accurate information or if they find equivalent content on
competitive services, they may stop or reduce using our platform. Traffic to our website and on our mobile app may decline for
any reason. If our clients traffic declines, our small business clients may stop or reduce the amount of digital advertising on
our platform and our business could be harmed.





8









If our digital
media technology fails to filter unhelpful content, consumers and businesses alike may stop using of our digital media platform
and our business could suffer.



The digital media platform has
been designed to filter content that we believe may be offensive, biased, unreliable or otherwise not helpful. However we
cannot guarantee that our efforts will be effective or adequate. In addition, some consumers and businesses may express concern
that our technology inappropriately filters legitimate reviews, which may cause them to stop or reduce their use of our platform
or our advertising solutions. If our digital media technology filter proves ineffective, our reputation and brand may be harmed,
users may stop using our products, our business and our operations could be adversely affected.



Our business depends
on a strong brand, and any failure to maintain, protect and enhance our brand would damage our ability to retain or expand our
base of users and small business clients, or our ability to increase the frequency with which they use our solutions.



We have developed
a brand that we believe contributes to the success of our business. Maintaining, protecting and enhancing our “Digital Media”
brand is critical to expanding our small business clients, our users and small business clients and increasing the frequency with
which they use our digital media platform. We depend largely on our ability to maintain of small businesses and clients in our
digital media platform, our website and mobile app, which we may not do successfully. If we do not successfully maintain a strong
brand, our business could be harmed.



Negative publicity could adversely
affect our reputation and brand.



Negative publicity
about our company, including our digital media technology, our sales practices, personnel or customer service, could negatively
impact confidence in our products. Our digital media brand, our website and mobile app and our business may suffer if negative
publicity about our company persists or if users otherwise perceive that content on our website and mobile app is manipulated or
biased. In addition, our website and mobile app serve as a platform for expression by our users, and third parties or the public
at large may attribute the political or other sentiments expressed by users on our platform to us, which could harm our reputation.



If we fail to
expand our base of small business clients and consumer clients, our revenue and our business will be harmed.



Our business depends
on our ability to maintain and expand our small business client base. We must convince small businesses of the benefits of our
digital media platform and must also convince existing and prospective small business clients that our digital media platform works
to benefit the performance of small businesses. Many of these small businesses are accustomed to using traditional advertising,
such as newspapers, television and yellow pages. Failure to maintain and expand the small business client’s base could harm
our business.



Small businesses
may not have long-term obligations to purchase our digital media platform. We rely heavily on advertising budget spending by small
businesses, which historically experience high failure rates and have limited advertising budgets. As a result, we may experience
losses in our digital media platform in the ordinary course of business resulting from several factors, including loss to competitors,
lower priced competitors, and the result that our advertising solutions are ineffective, declining advertising budgets, businesses
closures and bankruptcies. We must continually add new small business clients to replace other small business clients who choose
not to renew their with our firm or may go out of business, or otherwise fail to fulfill their advertising contracts with us which
may not grow our business.



Our small businesses
client’s decisions to renew depend on the level of satisfaction with our digital media platform and ability to continue their
operations and spending levels. The digital reviews that small businesses receive from our consumers may also affect small business
owners advertising decisions. Favorable digital reviews could be perceived as increase the small businesses need to advertise,
and unfavorable digital reviews could discourage small businesses from advertising to an audience they perceive as forming a negative
opinion of the digital media platform. If our small business clients increase rates of non-renewal or if we experience significant
attrition or if we are unable to attract new small businesses, our client base will decrease and our business, financial condition
and results of operations would be harmed.





9









If we fail to
expand into new markets, our revenues and our business will be harmed.



We intend to expand
our operations into new markets. We may incur losses or otherwise fail to enter new markets successfully. Our expansion into new
markets places us in competitive environments with which we are unfamiliar and involves various risks, including the need to invest
significant resources and the possibility that returns on such investments will not be achieved for several years, or at all. In
attempting to establish a presence in new markets, we expect, as we have in the past, to incur significant expenses and face various
other challenges, such as expanding our sales force and community management personnel to cover those new markets. Our current
and any future expansion plans will require significant resources and management attention.



Many people use
smartphones, tablets and other mobile devices to access information about local small businesses. If we are not successful in developing
solutions that generate revenue from our mobile applications, or those solutions are not widely adopted, our results of operations
and business could be adversely affected.



The number of people
who access information about local businesses through mobile devices, including smartphones, tablets and computers, has increased
dramatically in the past few years and is expected to increase. Because we do not currently deliver advertising on our mobile app,
we have not materially monetized our mobile app to date. As a result, we may not be able to generate meaningful revenue from our
mobile app for the foreseeable future. If consumers use our mobile app at the expense of our website, our small businesses may
stop or reduce advertising on our website, and they may be unable to advertise on our mobile app unless we develop effective mobile
advertising solutions that are compelling to them. Similarly, we may be unable to attract new small business clients unless we
develop effective mobile advertising solutions. At the same time, it is important that any mobile advertising solutions that we
develop do not adversely affect our users’ experience, even if they might result in increased short-term monetization. We
have limited experience with mobile advertising and may engage an external firm to develop our apps. If we fail to develop effective
advertising solutions, if our solutions alienate our user base, or if our solutions are not widely adopted or are insufficiently
profitable, our business may suffer. Additionally, as new mobile devices and platforms are released, it is difficult to predict
the problems we may encounter in developing products for these alternative devices and platforms, and we may need to devote significant
resources to the creation, support, and maintenance of such products. In addition, if we experience difficulties in the future
in integrating our mobile app into mobile devices or if problems arise with our relationships with providers of mobile operating
systems or mobile application download stores, such as those of Apple or Google, if our applications receive unfavorable treatment
compared to the promotion and placement of competing applications, such as the order of our products in the Apple AppStore, or
if we face increased costs to distribute our mobile app, our future growth and our results of operations could suffer.



We expect to face increased competition
in the market.



The market for information
regarding local businesses and advertising is intensely competitive and rapidly changing. With the emergence of new technologies
and market entrants, competition is likely to intensify in the future. Our competitors include, among others; offline media companies
and service providers; newspaper, television, and other media companies, Internet search engines, such as Google, Yahoo! and Bing;
and various other online service providers. Our competitors may enjoy competitive advantages, such as greater name recognition,
longer operating histories, substantially greater market share, large existing user bases and substantially greater financial,
technical and other resources. These companies may use these advantages to offer products similar to ours at a lower price, develop
different products to compete with our current solutions and respond more quickly and effectively than we do to new or changing
opportunities, technologies, standards or client requirements. In particular, major Internet companies, such as Google, Facebook,
Yahoo! and Microsoft may be more successful than us in developing and marketing online advertising offerings directly to local
businesses and many of our small business clients and potential clients may choose to purchase online advertising services from
these competitors and may reduce their purchases of our products. In addition, many of our current and potential competitors have
established marketing relationships with and access to larger client bases. As the market for local online advertising increases,
new competitors, business models and solutions are likely to emerge. We also compete with these companies for the attention of
contributors and consumers, and may experience decreases in both if our competitors offer more compelling environments. For all
of these reasons, we may be unable to maintain or grow the number of people who use our website and mobile app and the number of
businesses that use our advertising solutions and we may face pressure to reduce the price of our advertising solutions, in which
case our business, results of operations and financial condition will be harmed.



Our business strategy depends upon
digital media videos of small businesses to create a digital coupon. The digital coupon inventory is an inventory that we do not
control, own or have a significant market share. The failure to develop, grow and maintain significant inventory or quality of
the digital coupons available on our websites may adversely affect our perceived value by consumers and therefore small businesses
retailers.



Our success depends
on our ability to provide small businesses with digital videos and attract consumers with the digital coupons they seek. Our revenues
may come from arrangements in which we are paid by small businesses develop digital videos to promote their digital coupons. We
may not control the sales and the inventory of digital coupon content upon which our business model is depending on. The large
number of our digital coupons will be submitted by small businesses, our efforts to ensure the quality of those digital coupons
will be critical to our success. Users and clients may submit complaints that our digital coupons are invalid or expired when using
the coupons at the small businesses. If these processes for clients submitting digital coupons are ineffective, or if the digital
reviews of the users after using the coupons is unable to be effectively targeted via mobile marketing, the digital coupons most
appealing to our users may be unable meet the needs of clients and the small businesses may be negatively impacted and the our
operating results may be adversely affected.





10









Small businesses
have a variety of media channels to promote their services and products. If these l businesses choose to promote their coupons
platform through other media firms or not to promote coupons or discounts at all, or if our competitors accept lower commissions
than we are to promote the small businesses digital coupons, our ability to obtain an inventory may be delayed and our financial,
business revenues and operating results may be adversely affected. Similarly, if small businesses do not aggressively contribute
digital coupons to our websites, contribute digital coupons that are not marketable or reliable, the digital coupon inventory content
may decrease or become less valuable to small businesses and clients. If our company is not able to maintain sufficient digital
coupon content inventory in our marketplace, clients and small businesses may perceive our marketplace as less relevant, traffic
to our websites and use of our mobile marketing platform will decline and, as a result, our business, financial condition and operating
results will be adversely affected.



Traffic to our
website and mobile application may decline and our business may suffer if other companies copy information from our platform and
publish or aggregate it with other information for their own benefit.



Other companies may
copy information from our platform, through website scraping or other means, and publish or aggregate it with other information
for their own benefit. We may not be able to detect such third-party conduct in a timely manner and, even if we could, we may not
be able to prevent it. In addition, we may be required to expend significant financial or other resources to successfully enforce
our rights.



The impact of
worldwide economic conditions, including the resulting effect on advertising spending by local businesses, may adversely affect
our business, operating results and financial condition.



Our performance is
subject to worldwide economic conditions and their impact on levels of advertising spends by small and medium-sized businesses,
which may be disproportionately affected by economic downturns. An economic slowdown may materially deteriorate our existing and
potential small business clients and they may no longer consider investment in our digital media solutions a necessity, or may
elect to reduce advertising budgets. Historically, economic downturns have resulted in overall reductions in advertising spending.
In particular, online marketing solutions may be viewed by some of our existing and potential small business clients as a lower
priority and could cause small business clients to reduce the amounts they spend, terminate their use of our digital media platform
or default on their payment obligations to us. In addition, economic conditions may adversely impact levels of consumer spending,
which could adversely impact the numbers of consumers visiting our digital media network, our website and mobile app. Consumer
purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is
adversely affected. If spending at small businesses declines, businesses may be less likely to use our digital media platform,
which could have a material adverse effect on our financial condition and results of operations.



We may face potential liability and
expense for legal claims based on the content on our platform.



We may face potential
liability and expense for legal claims relating to the information that we publish on our website and mobile app, including claims
for defamation, libel, negligence and copyright or trademark infringement, among others. These claims could divert management time
and attention away from our business and result in significant costs to investigate and defend, regardless of the merits of the
claims. In some instances, we may elect or be compelled to remove content or may be forced to pay substantial damages if we are
unsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove valuable content from our website
or mobile app, our platform may become less useful to consumers and our traffic may decline, which could have a negative impact
on our business and financial performance.



Our business could
suffer if the jurisdictions in which we operate change the way in which they regulate the Internet, including regulations relating
to user-generated content and privacy.



Our business, including
our ability to operate could be adversely affected if legislation or regulations are adopted, interpreted or implemented in a manner
that is inconsistent with our current business practices and that requires changes to these practices or the design of our platform,
products or features. If legislation is passed that limits the immunities afforded to websites that publish user-generated content,
we may be compelled to remove content from our platform that we would otherwise publish, restrict the types of businesses that
our users can review or further verify the identity of our users, among other changes. Legislation could be passed that limits
our ability to use or store information about our users. The Federal Trade Commission (“FTC”) already expects companies
like ours to comply with guidelines issued under the Federal Trade Commission Act that govern the collection, use and storage of
consumer information, establishing principles relating to notice, consent, access and data integrity and security. Our practices
are designed to comply with these guidelines as described in our published privacy policy. We may use and store such information
primarily to personalize the experience on our platform, provide customer support and display relevant advertising. However, if
our belief proves incorrect, or if these guidelines, laws or regulations or their interpretation change or new legislation or regulations
are enacted, we may be compelled to provide additional disclosures to our users, obtain additional consents from our users before
collecting or using their information or implement new safeguards to help our users manage our use of their information, among
other changes. Legislative changes could increase our administrative costs and make it more difficult for consumers to use our
platform, resulting in less traffic and revenue. Similarly, changes like these could make it more difficult for us to provide effective
advertising tools to businesses on our platform, resulting in fewer small business clients and less revenue. In any of the cases
above, our business could suffer.





11









If we fail to
manage our growth effectively, our brand, results of operations and business could be harmed.



We may experience
growth in our headcount and operations, which places substantial demands on management and our operational infrastructure to match
expenses to revenues. We intend to make substantial investments in our technology, sales and marketing and community management
organizations. As we continue to operate, we must effectively integrate, develop and motivate new employees while maintaining the
beneficial aspects of our company culture. If we do not manage the growth of our operations effectively, the quality of our platform
and efficiency of our operations could suffer, which could harm our brand, results of operations and business.



We may not
timely and effectively scale and adapt our existing digital media platform technology and network infrastructure to ensure that
our platform is accessible.



It is important to
our success that small businesses and clients be able to access our platform at all times. We may experience service disruptions,
outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors,
capacity constraints due to a number of users accessing our platform simultaneously, and denial of service or fraud or security
attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable
period of time. It may become increasingly difficult to maintain and improve the availability of our platform, especially during
peak usage times and as our solutions become more complex and our user traffic increases. If our platform is unavailable when users
access it or does not load as quickly expected, client users may seek other services and may not return to our platform as often
in the future, or at all. This would negatively impact our ability to attract users and small business clients and increase the
frequency with which they use our website and mobile app. We expect to continue to make significant investments to maintain and
improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not
effectively address capacity constraints, upgrade our systems and continually develop our technology and network architecture to
accommodate actual and anticipated changes in technology, our business and operating results may be harmed. Our recovery program
transitions our platform and data to a backup center in the event of a catastrophe, but we have not yet tested this in full, and
the transition procedure may take several days or more to complete. During this time, our platform may be unavailable in whole
or in part to our users.



We are, and may
in the future be, subject to disputes and assertions by third parties that we violate their rights. These disputes may be costly
to defend and could harm our business and operating results.



We may face from
time to time in the future, allegations that we have violated the rights of third parties, including patent, trademark, copyright
and other intellectual property rights. Even if the claims are without merit, the costs associated with defending these types of
claims may be substantial, both in terms of time, money, and management distraction. In particular, patent and other intellectual
property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop offering
certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes or may result
in significant settlement costs. We do not own any patents, and, therefore, may be unable to deter competitors or others from pursuing
patent or other intellectual property infringement claims against us. The results of litigation and claims to which we may be subject
cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor or without significant
cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results
or operations and reputation.



Some of our digital
media platform solutions contain open source software, which may pose particular risks to our software and solutions.



We use open source
software in our solutions and will use open source software in the future. From time to time, we may face claims from third parties
claiming ownership of, or demanding release of, the open source software and/or derivative works that we developed using such software
(which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license.
These claims could result in litigation and could require us to purchase a costly license or cease offering the implicated solutions
unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional
research and development resources. In addition to risks related to license requirements, use of certain open source software can
lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties
or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could
have a negative effect on our business and operating results.





12









We make the consumer
experience our highest priority. Our dedication to making decisions based primarily on the best interests of consumers may cause
us to forgo short-term gains and digital media revenues.



We base our decisions
upon the best interests of the small businesses and client consumers who use our platform. We believe that this approach will be
essential to our success in increasing our user growth rate of our platform. If such decisions negatively impact our results of
operations in the short term. While we believe that continued adherence to this principle will benefit The Company and its stockholders,
our approach of putting our consumers first may negatively impact The Company in the short term. If we believe that a digital review
violates our terms of service, such as digital reviews containing hate speech, we will not allow the digital review to remain on
the platform. Certain small business clients may therefore perceive us as an impediment to their success as a result of negative
reviews and ratings. This practice could result in a loss of small business clients, which in turn could harm our results of operations.



We rely
on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our
business.



Viewpon has issued
us an exclusive worldwide license to utilize their digital media platform. We rely on this platform for almost all of our
business activities including mapping functionality and software solutions. If Viewpon experiences operational or financial
difficulties, our business operations will be adversely impacted. This will make it difficult for us to operate some aspects of
our business, which could damage our reputation. If Viewpon were to cease operations or fail to maintain its digital media
platform, we will experience significant disruption in our business operations. As a result, we could suffer increased costs and
delays in our ability to provide consumers and small business clients with digital media videos until an equivalent provider could
be found. If we are unsuccessful finding high-quality partners, if we fail to negotiate cost-effective relationships with them,
or ineffectively manage these relationships, it could have an adverse impact on our business and operations.



We expect a number
of factors to cause our operating results to fluctuate on a short term basis, specifically to monthly, quarterly and an annual
basis. This would make it very difficult to predict our future performance on a monthly, quarterly and annual basis.



Our operating results
could vary significantly monthly, quarterly and annually due to a variety of factors, many of which are outside of our control.
Comparing our operating results on a period-to-period basis may not be meaningful. Other risk factors discussed in this section,
factors that may contribute to the variability of our quarterly and annual results include our ability to accurately forecast revenue
and appropriately plan our expenses; attracting new small businesses and retaining existing clients, changes in search engine placement
and prominence, increased competition in our business; enter new markets; worldwide economic conditions, maintaining an adequate
rate of growth traffic to our website and mobile app; adjusting to changes in technology; success of our sales and marketing efforts;
changes in government regulation affecting our business; interruptions in service and any related impact on our reputation; the
attraction and retention of qualified employees and key personnel; ability to choose and effectively manage third-party service
providers; effectiveness of our internal controls; and changes in consumer behavior with respect to our digital media technology
among local businesses.



Because we recognize
most of the revenue from our advertising products over the term of an agreement, a significant downturn in our business may not
be immediately reflected in our results of operations.



We recognize revenue
from sales of our advertising products over the terms of the applicable agreements, which are generally three, six or 12 months.
As a result, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous
quarters. Consequently, a decline in new or renewed agreements in any one quarter may not significantly impact our revenue in that
quarter but will negatively affect our revenue in future quarters. In addition, we may be unable to adjust our fixed costs in response
to reduced revenue. Accordingly, the effect of significant declines in advertising sales may not be reflected in our short-term
results of operations.



If
the Company is unable to hire additional qualified personnel, its ability to grow its business may be harmed.



The Company currently
relies heavily on its President and Chief Executive Officer, and its future success depends on its ability to identify, attract,
hire, train, retain and motivate other highly skilled scientific, technical, marketing, managerial and financial personnel. Although
the Company will seek to hire and retain qualified personnel with experience and abilities commensurate with its needs, there is
no assurance that the Company will succeed despite its collective efforts.





13









If our security
measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content,
users may curtail or stop use of our platform.



Like all online services,
our platform is vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload our servers with denial-of-service
or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruptions,
delays, or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or
other confidential information. If we experience compromises to our security that result in performance or availability problems,
the complete shutdown of our website or the loss or unauthorized disclosure of confidential information, our users or small business
clients may lose trust and confidence in us and decrease their use of our platform or stop using our platform entirely. Because
the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, often are
not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may
be unable to proactively address these techniques or to implement adequate preventative measures. In addition, user and business
owner accounts and profile pages could be hacked, hijacked, altered or otherwise claimed or controlled by unauthorized persons.
Any or all of these issues could negatively impact our ability to attract new users or could deter current users from returning
or reduce the frequency with which consumers and small business clients use our solutions, cause existing or potential small business
clients to cancel their contracts or subject us to third-party lawsuits, regulatory fines or other action or liability, thereby
harming our results of operations.



We store and use personal information
and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived
failure to comply with such obligations could harm our business.



We may receive, store
and process personal information and other user data, including credit card information for certain users. There are numerous federal,
state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of
personal information and other user data, the scope of which are changing, subject to differing interpretations, and may be inconsistent
between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our
privacy policies and privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification
bodies such as TRUSTe). It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from
one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply
with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations,
or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other
user data, may result in governmental enforcement actions, litigation or negative publicity and could cause our users and small
business clients to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties, with
whom we work, such as small business clients, vendors or developers, violate applicable laws or our policies, such violations may
also put our users’ information at risk and could have an adverse effect on our business.



Our business is subject to a variety
of U.S. laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.



We are subject to
a variety of laws in the United States, including laws regarding data retention, privacy, distribution of user-generated content
and consumer protection that are frequently evolving and developing. The scope and interpretation of the laws that are or may be
applicable to us are often uncertain and may be conflicting, particularly outside the United States. Laws relating to the liability
of providers of online services for activities of their users and other third parties are currently being tested by a number of
claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement,
and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users.
In addition, regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning
data protection and other matters that may be applicable to our business. It is also likely that if our business grows and evolves
and our solutions are used in a greater number of countries, we may become subject to laws and regulations in additional jurisdictions.
It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject. If
we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly
harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend
substantial resources or to discontinue certain products or features, which would negatively affect our business. In addition,
the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation
or otherwise impact the growth of our business. Any costs incurred to prevent or mitigate this potential liability could also harm
our business and operating results.





14









Domestic laws may be interpreted and
enforced in ways that impose new obligations on us with respect to our digital media platform, which may harm our business and
results of operations.



Our digital media
platform and its products may be deemed digital coupon gift certificates, store gift cards, general-use prepaid cards or other
vouchers, or “gift cards”, subject to, among other laws, the federal Credit Card Accountability Responsibility and
Disclosure Act of 2009 (“Credit CARD Act of 2009”) and similar federal, state laws. Many of these laws include specific
disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. For
example, the Credit CARD Act of 2009 requires that gift cards expire no earlier than five years after their issue. The Company’s
digital coupons are comprised of two components: (i) the purchase value, which is the amount paid by the purchaser and which does
not expire, and (ii) the promotional value, which is the remaining value for which can be redeemed during a limited period, which
typically ends one year after the date of purchase. If, contrary to our belief, the Credit CARD Act of 2009 and similar state laws
were held to apply to the promotional value component of digital coupons, consumers would be entitled to redeem the promotional
value component for up to five years after their issue, and we could face liability for redemption periods that are less than five
years. Various companies that provide deal products similar to ours are currently defendants in purported class action lawsuits
that have been filed in federal and state court claiming that their deal products are subject to the Credit CARD Act of 2009 and
various state laws governing gift cards and that the defendants have violated these laws as a result of expiration dates and other
restrictions they have placed on their deals. Similar lawsuits have been filed in other locations in which we plan to sell our
digital coupons, such as the Canadian province of Ontario, alleging similar violations of provincial legislation governing gift
cards. The application of various other laws and regulations to our products, and particularly our digital coupons, is uncertain.
These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, refunds, revenue-sharing
restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. For example,
although it is the responsibility of merchants to redeem or refund unexpired digital coupons that they offer through our platform,
the law might be interpreted to require that we redeem or refund them. Because merchants alone, and not the Company, are in a position
to track the redemption of Digital Coupons, we may not be able to comply with such a requirement without substantial and potentially
costly changes to our infrastructure and business practices. In addition, we may become, or be determined to be, subject to federal,
state or laws regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank
Secrecy Act, the USA PATRIOT Act and other similar future laws or regulations. If we become subject to claims or are required to
alter our business practices as a result of current or future laws and regulations, our revenue could decrease, our costs could
increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions
related to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm
our business.



We may require
additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.



We intend to continue
to make investments to support our business growth and may require additional funds to respond to business challenges, including
the need to develop new features and products or enhance our existing services, improve our operating infrastructure or acquire
complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional
funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders
could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior
to those of holders of our common stock. Any debt financing us secure in the future could involve restrictive covenants relating
to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain
additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional
financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory
to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be
significantly impaired, and our business may be harmed.



We may acquire
other companies or technologies, which could divert our attention, result in additional dilution to our stockholders and otherwise
disrupt our operations and harm our operating results.



Our success will
depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, user
and advertiser demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary
businesses or technologies rather than through internal development. We do not have experience acquiring other businesses and technologies.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur expenses in identifying, investigating
and pursuing suitable acquisitions, whether or not they are consummated. Furthermore, even if we successfully acquire additional
businesses or technologies, we may not be able to integrate the acquired personnel, operations and technologies successfully or
effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired
business or technology. In addition, we may unknowingly inherit liabilities from future acquisitions that arise after the acquisition
and are not adequately covered by indemnities. Acquisitions could also result in dilutive issuances of equity securities or the
incurrence of debt, which could adversely affect our results of operations. If an acquired business or technology fails to meet
our expectations, our business, results of operations and financial condition may suffer.



Our
business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made
problems such as computer viruses or terrorism.



Our systems and operations
are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist
attacks, acts of war, human errors, break-ins and similar events. We may not have sufficient protection or recovery plans in certain
circumstances and as we rely heavily on our servers, computer and communications systems to conduct our business, disruptions could
negatively impact our ability to run our business and could have an adverse effect on our business, operating results and financial
condition.





15









Risks Related to this Offering and
Ownership of Our Common Stock



The Company’s stock price may
be volatile.



The market price
of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various
potential factors, many of which will be beyond the Company’s control, including the following: competition; additions or
departures of key personnel; the Company’s ability to execute its business plan; operating results that fall below expectations;
loss of any strategic relationship; industry developments; economic and other external factors; and period-to-period fluctuations
in the Company’s financial results. In addition, the securities markets have from time to time experienced significant price
and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may
also materially and adversely affect the market price of the Company’s common stock, Furthermore, the stock markets recently
have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities
of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions,
interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock. If the
market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any
return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility
in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of
litigation in the future. Securities litigation against us could result in substantial costs and divert ours attention from other
business concerns, which could harm our business.



The Company does not expect to pay
dividends in the foreseeable future.



The Company does
not intend to declare dividends for the foreseeable future, as the Company anticipates that the Company will reinvest any future
earnings in the development and growth of its business. Therefore, investors will not receive any funds unless they sell their
common stock, and stockholders may be unable to sell their shares on favorable terms or sell their shares at all. The Company cannot
assure you of a positive return on investment or that you will not lose the entire amount of your investment in the Company’s
common stock.



The Company may
in the future issue additional shares of its common stock which would reduce investors’ ownership interests in the Company
and which may dilute its share value.



The Company’s
Articles of Incorporation and amendments thereto authorize the issuance of 300,000,000 shares of common stock, par value $0.01
per share. The shares shall be divided into two classes consisting of: (i) 290,000,000 shares of Common Stock, $.01 par value per
share and (ii) 4,900,000 shares of Blank Check Preferred Stock with $.01 par value per share and 5,100,000 Series A Preferred Super
Voting Stock with $.01 par value per share. The future issuance of all or part of its remaining authorized common stock may result
in substantial dilution in the percentage of its common stock held by its then existing stockholders. The Company may value any
common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held by the Company’s investors, and might have
an adverse effect on any trading market for the Company’s common stock. The Company refers you to its Articles of Incorporation,
any amendments thereto, Bylaws, and the applicable provisions of the Florida General Corporations Law for a more complete description
of the rights and liabilities of holders of its securities.



The Company’s common stock
is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.



The Company’s
common stock is currently subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny
stock rules apply to companies whose Common Stock is not listed on the NASDAQ Stock Market or other national securities exchange
and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has
been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons
other than “established customers” complete certain documentation, make suitability inquiries of investors and provide
investors with certain information concerning trading in the security, including a risk disclosure document and quote information
under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock
rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company
remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for
the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it
more difficult to dispose of the Company’s securities.



FINRA sales practice requirements may limit a stockholder’s
ability to buy and sell the Company’s stock.



The Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules
in trading the Company’s securities and require that a broker/dealer have reasonable grounds for believing that the investment
is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to
their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA’s
requirements make it more difficult for broker/dealers to recommend that their customers buy the Company’s common stock,
which may have the effect of reducing the level of trading activity and liquidity of the Company’s common stock. Further,
many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to
make a market in the Company’s common stock, reducing a shareholder’s ability to resell shares of the Company’s
common stock.





16









The issuance of
preferred stock could adversely affect the voting power or other rights of the holders of our common stock.



Our Articles of Incorporation
authorizes the issuance of shares of preferred stock with designations, rights and preferences determined from time to time by
our directors. Accordingly, our directors are empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, super voting, or other rights which could adversely affect the voting power or other rights of the holders
of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method
of discouraging, delaying or preventing a change in control of the Company.



Anti-takeover
provisions in our charter documents could make an acquisition of us more difficult, limit attempts by our stockholders to replace
or remove our current management and limit the market price of our common stock.



Provisions in our
certificate of incorporation and bylaws, as amended and restated in connection with this offering, may have the effect of delaying
or preventing a change in control or changes in our management.



Our amended and restated
certificate of incorporation and amended and restated bylaws will include provisions to authorize our board of directors to issue,
without further action by the stockholders, up to shares of undesignated preferred stock; require that any action to be taken by
our stockholders be effected at a duly called annual or special meeting and not by written consent; specify that special meetings
of our stockholders can be called only by our board of directors, the Chair of our board of directors, or our Chief Executive Officer;
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations
of persons for election to our board of directors; establish that our board of directors is divided into three classes, with directors
in each class serving three-year staggered terms; prohibit cumulative voting in the election of directors; provide that vacancies
on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; require
the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our
bylaws and certain provisions of our certificate of incorporation. These provisions may frustrate or prevent any attempts by our
stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our
board of directors, which is responsible for appointing the members of our management.



Our future depends in part on the
interests and influence of key stockholders.



The Company’s
directors, executive officers and holders of more than 5% of our common stock, some of whom are represented on our board of directors,
together with their affiliates as stockholders will be able to determine the outcome of matters submitted to our stockholders for
approval. This ownership could affect the value of your shares of common stock by, for example, these stockholders electing to
delay, defer or prevent a change in corporate control, merger, consolidation, takeover or other business combination.



If securities
or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our
share price and trading volume could decline.



The trading market
for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about
us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates
or one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely
decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which could cause our share price or trading volume to decline.



Future sales of
our common stock in the public market could cause our share price to decline.



Sales of a number
of shares of our common stock in the public market or the perception that these sales might occur could depress the market price
of our common stock and could impair our ability to raise capital through the sale of additional equity securities.



The requirements of being a public company may strain
our resources, divert management’s attention and affect our ability to attract and retain qualified board members.



As a public company,
we may be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”,
the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the New York Stock Exchange, NASDAQ Stock Market and OTCQB
markets and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal
and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems
and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to
our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure
controls and procedures and internal control over financial reporting to meet this standard, significant resources and management
oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could
harm our business and operating results. We may need to hire more employees in the future, which will increase our costs and expenses.





17









In addition,
changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public
companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing
uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased
general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities
to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended
by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings
against us and our business may be harmed.



We also expect that
being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors
could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve
on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in
this prospectus and in filings required of a public company, our business and financial condition will become more visible, which
we believe may result in increased threatened or actual litigation, including by competitors and other third parties. If such claims
are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved
in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management
and harm our business and operating results.



As a result of
being a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting.
Our analysis of our internal controls over our financial reporting may not be determined to be effective, which may adversely affect
investor confidence in our company and, as a result, the value of our common stock.



We may be required,
pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering.
This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control
over financial reporting, as well as a statement that our auditors have issued an attestation report on our management’s
assessment of our internal controls. We are a developmental stage company and there may be costly and challenging processes to
compiling systems and documentations necessary to perform the evaluation needed to comply with Section 404. We may not be able
to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process,
if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that
our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective,
or if our auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence
in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2.
PROPERTIES.



Our office is located
at 7100 Biscayne Blvd. Miami, FL 33138. The Company currently rents this space for approximately $200 a month. Currently, this
space is sufficient to meet the Company’s needs. However, once the Company expands its business to a significant degree,
it will require additional space. The Company does not currently own any real estate.



ITEM 3. LEGAL PROCEEDINGS



None.



ITEM 4. MINE SAFETY DISCLOSURE



Not applicable.





18











PART II



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



A. MARKET INFORMATION



Our common stock currently trades on the
Pink Sheets Over-the-Counter-under the symbol (“BEMG”). There is a very limited market for our common stock. There
has been a very limited market for our common stock.



|2013           |  | High |      | Low
|-------------- |  | ---- | ---- | ---
|First Quarter  |  | $    | 0.30 |    
|Second Quarter |  | $    | 0.13 |    
|Third Quarter  |  | $    | 0.10 |    
|Fourth Quarter |  | $    | 0.20 |    



|2014           |  | High |      | Low
|-------------- |  | ---- | ---- | ---
|First Quarter  |  | $    | 0.75 |    
|Second Quarter |  | $    | 0.75 |    
|Third Quarter  |  | $    | 1.00 |    
|Fourth Quarter |  | $    | 0.30 |    



|2015           |  | High |      | Low
|-------------- |  | ---- | ---- | ---
|First Quarter  |  | $    | 0.30 |    
|Second Quarter |  | $    | 0.18 |    
|Third Quarter  |  | $    | 0.06 |    
|Fourth Quarter |  | $    | 0.06 |    



|2016 (Through August 17, 2016) |  | High |      | Low
|------------------------------ |  | ---- | ---- | ---
|First Quarter                  |  | $    | 0.07 |    
|Second Quarter                 |  | $    | 0.10 |    
|Third Quarter                  |  | $    | 0.06 |    



B. HOLDERS



As of December 31,
2014 there were approximately 143 shareholders of record of our Common Stock. Our transfer agent is Pacific Stock Transfer Company.
Their mailing address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119.



C. DIVIDENDS



Holders of our common
stock are entitled to receive such dividends as our board of directors may declare from time to time from any surplus that we may
have. We have not paid any cash dividends on our common stock since the date of our incorporation and we do not anticipate paying
any cash dividends or common stock dividends in the foreseeable future. We anticipate that any earnings will be retained for development
and expansion of our businesses and we do not anticipate paying any cash dividends in the foreseeable future. Future dividend policy
will depend upon our earnings, financial condition, contractual restrictions and other factors considered relevant by our Board
of Directors and will be subject to limitations imposed under Florida law.



D. EQUITY COMPENSATION PLANS



None.



E. SALE OF UNREGISTERED SECURITIES



The Company
issued 43,444,865 shares of its common stock to the USAVE shareholders in connection with the execution of a share exchange agreement
between the Company and the USAVE shareholders. The Share Exchange Agreement was executed October 31, 2013.



The Company issued
500,000 shares of common stock in connection with the stock purchase agreement of EVG Media on November 4, 2013.





19







The Company issued
400,000 shares of common stock to Mark Teitelbaum, in connection with the issuance of a $25,000 dated November 6, 2013.



The company issued
400,000 shares of common stock to West Bay Capital Management,, Inc. In connection with the issuance of a $1,000 note on November
6, 2013 that is due on May 15, 2014. The Promissory Note accrues at 10% interest.



The Company issued
2,457,325 shares of common stock in connection with the conversion of $98,293 of the outstanding $120,772 note to a Continental
Equities, Inc. on October 31, 2013 that is due on October 31, 2014. The Promissory Note accrues at 10% interest.



The Company issued
a total of 4,800,000 warrants to a Continental Equities, Inc. on October 31, 2013. These warrants have not been converted
to common stock.



On December 20, 2013
the Company issued 1,300,000 shares of restricted stock to Viewpon Holdings, Inc. in exchange for the purchase of inventory from
Viewpon Holdings, Inc. The fair value of inventory has been assessed at $68,994.



On March 15,
2014, The Company issued 300,000 shares of common stock for consulting services. The shares were issued to AudioEye, Inc., an unaffiliated
third party. AudioEye provided us with assistance in building out our technology platform.



On April 22,
2014, the Company issued 950,000 shares of common stock for consulting services regarding the Company’s expansion of the
digital media platform.



On May 20, 2014,
the Company issued 750,000 shares of common stock for consulting services regarding the Company’s expansion of the digital
media platform.



On July 21,
2014, The Company issued 900,000 restricted shares of common stock for financial communication, public relations and advisory services.



On July 21,
2014, The Company issued 500,000 restricted shares of common stock for legal services and advisory services.



On October
29, 2014, The Company issued 300,000 restricted shares of common stock for intellectual property technology regarding digital media
and voice activation digital coupons services. The shares were issued to AudioEye, Inc., an unaffiliated third party. AudioEye
provided us with assistance in building out our technology platform.



On December
31, 2014, The Company issued 600,000 restricted shares of common stock for intellectual property technology regarding digital media
and voice activation digital coupons services. The shares were issued to AudioEye, Inc., an unaffiliated third party. AudioEye
provided us with assistance in building out our technology platform.



The Company believes
that the issuances and sale of the restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented
their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive
legends are affixed to the stock certificates issued in such transactions. All recipients of restricted shares either received
adequate information about the Company or had access, through employment, relation and/or business relationships with the Company
to such information.



ITEM 6. SELECTED FINANCIAL DATA



Not applicable.



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



The following discussion
and analysis should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2014.



Business
Description



The
Company is a Florida Corporation and is headquartered in Miami, Florida.





20







The
Company is an emerging growth digital media company. In December 2013, The Company acquired from Viewpon Holdings the exclusive
worldwide licensing rights to operate and sell services and products available on Viewpon’s digital media platform.
The digital media platform will enable the Company to develop and design digital and interactive videos, applications, social
media products, new media and internet television and social networks for sports, health, fitness and entertainment enthusiasts.
In addition, The Company will sell digital coupons and digital media videos which was acquired from Viewpon. The Company will
implement a multimarket revenue strategy that incorporates digital media videos, mobile applications, social media and internet
television to engage consumers to purchase products and services for small businesses. The strategy of the Company is to offer
digital media videos as a cost effective method for small businesses to connect to their clients in an efficient way to by placing
the interests of their consumers first. The Company will also provide consulting, social networking and strategic planning for
clients.



The
Company’s digital media platform will include mobile apps, interactive videos, online websites, mobile marketing and
social media. The Company’s strategy to drive revenues is by producing digital videos for small and large businesses across
various sectors including retail, health, wellness, consulting and other specific communities. The digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and many more small businesses. Small businesses and large businesses will use the digital media
platform to create interactive advertising videos so engage with current and potential consumers at the critical moment when they
are deciding where to spend their money. The business revolves around three key constituencies: producing digital media advertising,
contributors who submit digital streaming reviews of the small businesses products and services and consumers who watch digital
reviews of the local businesses that they describe. The Company will invest in these small business communities to build customer
loyalty and increase brand awareness by delivering digital videos of interest and enhanced interactive content of small business
products and services that enrich and improve their client’s lifestyle.



The
Company is a marketing and media company that will provide digital media marketing, social and mobile marketing, strategic media
planning and other specialty communications services. The Company will provide customers with digital, mobile, social and video
content productions to promote small businesses to their clients by providing digital coupons as interactive experiences
between clients and the small business community. The Company has entered into a licensing agreement with Viewpon Holdings
to market and sell products and services developed by Viewpon’s digital marketing platform. The licensing agreement grants
to The Company the exclusive rights to utilize this platform to implement its business strategy. References throughout this
business disclosure to “our digital media platform” refer to the digital media platform developed by Viewpon.



The
Company currently has an inventory of video discount coupon purchased from Viewpon. Viewpon currently has approximately 20,000
registered users. The Company has been selectively contacting these users and offering them the opportunity to purchase these coupons.
In addition to the sale of the video coupons, the Company provides creative solutions to the advertising and marketing
challenges encountered by small businesses. The mission is to assist small businesses grow their operations by increasing
their customers. The Company is a strategic marketing partner, creating online promotions that deliver results to reach a range
of targeted audiences and provide strategic planning to clients across the sectors of social media and marketing services.



The
licensing agreement with Viewpon provides the Company with access to Viewpon’s digital media technology platform
that includes interactive coupon & multi-format publishing technologies and multiple new scalable revenue streams & innovative
technologies designed specifically for internet couponing applications. The Company creates value for its clients that are
comprised of consumers and businesses via digital value offers, retailers who create offers enabled with our technology and finally
consumers who redeem offers, consume advertisements and products that generate revenue for our operation. The digital media platform
provides digital video commercials and interactive broadcasting as the method of video presentations, distribution, and monetization.



The
Company’s website is located at www.betamusicgroupinc.com.



To
date, our revenues have been generated through consulting services offered to small business owners. Our digital media platform
will enable us to develop digital media marketing programs by producing digital videos for small and large businesses across
various sectors including retail, health, wellness, consulting and other specific communities. Our digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and other sectors within the small business community. Contracts with our clients to produce the
digital media videos are negotiated individually and terms of the engagement with clients and the basis in which fees and commissions
will vary significantly. Contracts with small business client are multifaceted arrangements that may include an upfront fee, an
incentive compensation provision and may also include vendor credits. Clients may arrange for our services to be provided via local,
regional across various business sectors.



Viewpon
Acquisition:



Management
has determined that the most expedient way to achieve these goals is for the Company to purchase Viewpon Holdings. On June 27,
2014, The Company entered into a Share Exchange Agreement providing for the acquisition by the Company of all of the outstanding
capital stock of Viewpon Holdings, Inc. a company formed under the laws of Delaware, from the shareholders of Viewpon in exchange
for the issuance of up to 1,900,000 shares common stock of the Company payable upon closing. Viewpon Holdings, Inc. owns and operates
two subsidiaries, Viewpon and Sideshow Entertainment.



Viewpon
is a lifestyle entertainment show and online listing services website that features small businesses and stories across San Francisco
and the Pacific Northwest. From the coolest places to stay, play and dine, Viewpon takes viewers on a tour of all that is best
in the area where they live. Viewpon’s television show and digital video content website highlights small businesses and
fun things to do your area and then offers those experiences at a discount. Viewpon’s television show drives customers to
our website where customers can view digital videos of all of our small business clients.





21







Sideshow
Entertainment is a full service television and video production company producing original, non-scripted programming. Founded
in San Francisco in 2007, by President and Executive Producer Michael Orkin, Sideshow Entertainment has produced reality-based
programming featuring home makeovers, real estate, home brewing, infomercials and even a game show. Sideshow Entertainment has
partnered with high profile companies such as IKEA, Kelly Moore Paints, Big O Tires and Miller/Coors. Sideshow Entertainment prides
itself in being able to help such high profile companies turn “branding” into compelling television.



The
Company’s strategy to drive revenues is by producing digital videos for small and large businesses across various sectors
including retail, health, wellness, consulting and other specific communities. The Company’s digital media videos will serve
small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel services as
well as auto mechanics, plumbers and many more small businesses. Small businesses and large businesses will use the digital media
platform to create interactive advertising videos so engage with current and potential consumers at the critical moment when they
are deciding where to spend their money. The Company’s business revolves around three key constituencies: producing digital
media advertising, contributors who submit digital streaming reviews of the small businesses products and services and consumers
who watch digital reviews of the local businesses that they describe. The Company will invest in these small business communities
to build customer loyalty and increase brand awareness by delivering digital videos of interest and enhanced interactive content
of small business products and services that enrich and improve their client’s lifestyle. The Company is a marketing and
media company that will provide digital media marketing, social and mobile marketing, strategic media planning and other specialty
communications services. The Company will provide customers with digital, mobile, social and video content productions to
promote small businesses to their clients by providing digital coupons as interactive experiences between
clients and the small business community. Viewpon has approximately 20,000 registered users and has produced an approximately
total of 378 television shows and over 5,000 digital media network broadcasts regarding their digital media platform. As a result
of the acquisition of Viewpon, the Company is expected to be the premier provider of digital media marketing, social and mobile
marketing, strategic media planning and other specialty communications services and produce digital videos for small and large
businesses across various sectors including retail, health, wellness, consulting and other specific communities. The digital media
videos will serve small business sectors including boutiques and salons, restaurants, doctors, dentists, accountants, hotels, travel
services as well as auto mechanics, plumbers and many more small businesses.



Until such time as
we have sufficient revenues to hire web page developers, computer programmers and videographers, we will contract out these services
to third party providers. We do not anticipate any problem securing contractors to provide these services.



We estimate that
the costs and expenses that we will incur over the next twelve months will be approximately $120,000. We have no commitment to
provide either debt or equity financing to meet these expenses nor there any assurance that we will secure sufficient funds to
fund these operations. If we do not secure sufficient financing, we will not be able to fully implement our business strategy.



The Company will
increase its revenue generating streams through the creation of an interactive digital media platform that combine e-commerce with
mobile-commerce solutions to connect small business with their clients, to act as social conduits or virtual meeting places for
clients to engage and purchase both products and services. These social conduit platforms can also be utilized and distributed
across the broader base through social media menu of products.



Until such time as
we have sufficient revenues to hire web page developers, computer programmers and videographers, we will contract out these services
to third party providers. We do not anticipate any problem securing contractors to provide these services.



We estimate that
the costs and expenses that we will incur over the next twelve months will be approximately $120,000. We have no commitment to
provide either debt or equity financing to meet these expenses nor there any assurance that we will secure sufficient funds to
fund these operations. If we do not secure sufficient financing, we will not be able to fully implement our business strategy.



ChoiceTrade
Acquisition:



On
June 30, 2015, The Company and ChoiceTrade Holdings, Inc., a Puerto Rico corporation (“Choice”) executed a non-binding
letter of intent to exchange at least a majority of the Company’s unregistered, unissued shares of common stock for all of
the issued and outstanding shares of Choice. ChoiceTrade Holdings is the parent company of
ChoiceTrade, an online broker. The final amount of the Company’s shares of common
stock to be exchanged will be specified in a Share Exchange Agreement. The closing of the proposed Share Exchange Agreement will
be conditioned upon the completion of a private offering of the Company’s securities in an amount and pursuant to terms reasonably
approved by the Company. The closing is further conditioned on entry into an agreement and plan to spin-off of the Company’s
current digital media business to the Company’s shareholders of record at a date, approved by the Company, prior to the closing
of the Share Exchange Agreement. Following the closing of the Share Exchange Agreement, the intention is to continue Choice’s
historical businesses, including changing the corporate name and replacing the Company’s Board of Directors with appointees
of Choice and the former Choice shareholders are expected to own a controlling interest in the Company.





22







On May 2, 2016, The
Company issued an 8-k to provide a corporate update to shareholders including the following: the Company is continuing to move
forward with the June 30, 2015 executed a non-binding letter of intent to exchange at least a majority of the Company’s unregistered,
unissued shares of common stock for all of the issued and outstanding shares of Choice. Since
signing the Letter of Intent, Choice has spent a substantial amount of time to prepare for the expansion of their operations in
the international markets. Choice has also spent capital on the continued development of their owned software technology
including web-based front-end and back-end routing engines. The web-based front-end is mobile-enabled that is easily translated
into foreign languages to support Choice’s proposed expansion into China and other international
markets.Choice anticipates the development of their technology and proprietary new account processing software will allow
for high volume of new accounts to be opened at low cost for new customers from China and other international markets. Choice expects
that its cloud-based infrastructure will be quickly and inexpensively scalable to accommodate thousands of new customers and trades.After completing the Share Exchange Agreement, the intention is to continue Choice’s historical business, including changing
the corporate name and replacing the Company’s Board of Directors with appointees of Choice and former Choice shareholders
are expected to own a controlling interest in the Company. The Company is in the process of engaging corporate counsel to domicile
the Company’s corporate headquarters from Florida to Puerto Rico. The Company anticipates that corporate tax structure and
other economic benefits of Puerto Rico along with Choice expansion into China and international markets will provide increased
value for our shareholders.



ChoiceTrade
Operations:



ChoiceTrade
Holdings is the parent company of ChoiceTrade, an online broker. ChoiceTrade is an award winning on-line discount broker that has
received six 4-star ratings from the Annual Broker Survey of Best On-line Brokers published by Barron’s magazine. Their
platform received high ratings for trader experience, trade technology and usability.Choice is headquartered in central
New Jersey and their management team includes individuals with extensive experience in the securities industry. Choice is an advanced-technology
securities brokerage firm that has been in business since 2000 and caters to active, self-directed traders. Choice is committed
to making available the most state-of-the-art tools to provide their customers the best opportunities for realizing success in
their trading strategies. Each trading platform that Choice offers is geared toward a specific trading style. The Choice trading
applications provides solutions to the needs of its customers by offering basic web trading applications centered on ease of use
and low costs and a technology system that enhances their trading experience complete with the necessary tools for making informed
decisions. Choice strives to provide its customers with the benefits, conveniences and services that exceed the commissions paid
at levels of their trading sophistication. ChoiceTrade’s trading products addresses the essential components of efficiency,
versatility and leading edge capability coupled with discounted commissions and customer-centric focus. ChoiceTrade is registered
with the Securities and Exchange Commission, a member of NYSE Arca, the BATS Exchange and the Securities Investor Protection Corporation.



ChoiceTrade received
a total of six four-star ratings from the Annual Broker Survey published by Barron’s Magazine., a respected investment magazine
that has conducted an online broker survey for sixteen years. ChoiceTrade was mentioned for Trade Experience, Trade Technology
and Usability having experienced year-over-year gains in each of these areas. It has been featured as “Best for International
Traders” by introducing its new version 2.0 of its online Web site. ChoiceTrade set a new standard for usability by offering
a plug-in free Web site (iPad friendly) that is easy to use and fast. In their early years, ChoiceTrade concentrated on supplying
services primarily to active stock traders. As a result of this top-of-the pyramid strategy, customer counts were relatively low,
and average trades per client were relatively high, when compared to other brokerage firms. In 2014, the company elected to re-position
itself to appeal to the options market, the fastest growing segment of U.S markets. It added several features coveted by option
traders to its redesigned Web site and sharpened its focus on this market segment. This effort has dramatically increased the rate
of option customer acquisitions and led to higher gross margins, since option trades carry a higher commission than equity trades.
The company’s commission per option contract is significantly less than its larger competitors, and even with this low commission,
the company is profitable.



ChoiceTrade has
six sources of revenue including commissions from securities transactions, revenue from interest on margin loans, revenue from
data subscription and platform trading services, revenues for order flow, revenue from interest on free cash and assets held in
customer accounts and revenues from other administrative fees. ChoiceTrade owns its core trading technology and trading software
that has been developed over ten years and includes a highly-scalable trade server software, back-office administrative system,
two Web-based trading sites, and risk management middleware which are proprietary to the firm. ChoiceTrade provides its customers
with online trading services backed by full customer service support. It offers customers a choice of trading platforms ranging
from convenient, utilitarian Web-based platforms to feature-rich software-based trading platforms.





23







RESULTS OF OPERATIONS FOR FISCAL
YEAR ENDED DECEMBER 31, 2014 AS COMPARED TO DECEMBER 31, 2013.



REVENUES:



We recognized revenue
of $50,000 during the year ended December 31, 2014 compared to $18,000 revenues in 2013. The increase in revenue is primarily due
to consulting services we provided.as a result of our entry into the digital media business. The revenues represent services
provided by us to a client looking to expand their business We provided marketing and consulting advice, designed a web page.



OPERATING UPDATE:



General and administrative
expenses for the years ended 2014 and 2013 totaled $1,791,659 and $284,118 respectively.



Our Net Losses for
the years ended December 31, 2014 and 2013 totaled $2,380,554 and $1,869,115.



The increase in net
losses is primarily due to the non-operating expense of $480,000 related to derivative liabilities, $1,507,541 related to operating
expenses and $159,385 related to interest expenses regarding the initial expansion of digital media business.



LIQUIDITY AND CAPITAL RESOURCES:



ASSETS AND LIABILITIES



At December 31, 2014,
we had cash totaling $4,895, fixed assets of $3,045 which represented our assets. At December 31, 2013 we had cash totaling $1,174,
accounts receivable of $18,000, inventory assets of $68,994, fixed assets of $3,000 which represented our assets.



Our total assets
were $7,940 at December 31, 2014. Our total assets were $91,168 at December 31, 2013.



Our liabilities at
December 31, 2014 totaled $522,356 of which $181,246 is attributable to notes payable, $188,588 is accounts payable, $53,523 is
related party payables, $98,999 is accrued liabilities and $0 is salary payable and $0 is derivative liability. At December 31,
2013 our liabilities totaled $1,429,722 of which $41,986 is attributable to notes payable, $48,044 is accounts payable, $69,200
is salary payable and $1,270,492 is derivative liability.



We had a working
capital deficit at December 31, 2014 of $517,461 compared to working capital deficit at December 31, 2013 of $1,374,507.



The change in our
working capital deficit is primarily due to the increase in derivative liability, the increase in notes payables, the acquisition
of inventory and revenues regarding initial expansion of digital media business of our operations. We do not have sufficient revenues
and operating profits to satisfy our ongoing liabilities. Unless we secure equity or debt financing, of which there can be, no
assurance, or identify an acquisition candidate, we will not be able to continue any operations.



OFF-BALANCE SHEET ARRANGEMENTS



None.



ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURE.



Not applicable.



ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.



Our financial statements
have been examined to the extent indicated in their reports by Malone Bailey LLP and have been prepared in accordance with generally
accepted accounting principles and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are
included herein, on Page F-1 hereof in response to Part F/S of this Form 10-K.



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



Not applicable.



ITEM 9A. CONTROLS AND PROCEDURES.





24







EVALUATION OF DISCLOSURE CONTROLS
AND PROCEDURES



Our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed
in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal
executive and principal financial officer, to allow timely decisions regarding required disclosure. Mr. Ennis, our chief executive
officer and chief financial officer, has reviewed the effectiveness of our disclosure controls and procedures as of December 31,
2014 and, based on his evaluation, has concluded that the disclosure controls and procedures were not effective due to material
weaknesses identified below.



A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal
control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide
absolute assurance that all control issues, if any, within a company have been detected.



MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



Management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system
was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation
and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.



Our management assessed
the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. The framework used
by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our
management has determined that as of December 31, 2014, the Company’s internal control over financial reporting were not
effective for the purposes for which it is intended. Specifically, management’s evaluation was based on the following material
weaknesses, which existed as of December 31, 2014:



| | ● | Financial Reporting Systems: We did not maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | Segregation of Duties: We do not currently have a sufficient complement of technical accounting and external reporting personnel commensurate to support standalone external financial reporting under public company or SEC requirements. Specifically, the Company did not effective segregate certain accounting duties due to the small size of its accounting staff, and maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process. In addition, there were inadequate reviews and approvals by the Company’s personnel of certain reconciliations and other processes in day-to-day operations due to the lack of a full complement of accounting staff.



This annual report
does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to rules of the Securities and Exchange Commission adopted as of September 21, 2010 that permit the Company to provide
only management’s report in this annual report.





25







REMEDIATION OF MATERIAL WEAKNESS



As our current financial
condition allows, we are in the process of analyzing and developing our processes for the establishment of formal policies and
procedures with necessary segregation of duties, which will establish mitigating controls to compensate for the risk due to lack
of segregation of duties.



CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING



There were no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year
ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



CORPORATE GOVERNANCE.



We have one director.
We do not have an audit committee, compensation committee or nominating committee. We do not have sufficient funds to secure officer
and directors insurance and we do not believe that we will be able to retain an independent Board of Directors in the immediate
future.



ITEM 9B. OTHER INFORMATION



None.





26







PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



The following table sets forth the names
and ages of the Company’s current directors and executive officers:



|Name      |  | Age |  | Position with the Company                    |  | Date of Appointment
|--------- |  | --- |  | -------------------------------------------- |  | -------------------
|Jim Ennis |  | 46  |  | President, Chief Executive Officer, Director |  | October 31, 2013   



Background and Business Experience



Jim Ennis. President, Chief Executive Officer, and Director



Mr. Jim Ennis, age
45, has over 20 years of experience in strategic planning, corporate development and operational management. Mr. Ennis previously
served as Chief Operating Officer and later Chief Executive Officer of CMG Holdings Group, Inc. from 2008 to 2012. Related to the
marketing and media sector, Mr. Ennis previously served as Director of Finance for Octagon Worldwide, Inc., Octagon Worldwide,
Inc. is a leading sports and entertainment marketing and media firms, where his responsibilities included mergers and acquisitions,
strategic planning and business development.



COMMITTEES OF THE BOARD OF DIRECTORS



None.



TERMS OF OFFICE



Each director of
the Company serves for a term of two years and until his successor is elected at the Company’s Annual Shareholders’
Meeting and is qualified, subject to removal in accordance with our by-laws. Each officer serves for a term of two years and until
his successor is elected at a meeting of the Board of Directors and is qualified. Our officers are appointed by our board of directors
and hold office until removed by our board of directors. On October 31, 2013, Mr. Edwin Mendlinger resigned from all positions
with the Company. On October 31, 2013 The Board of Directors of the Company accepted the appointment of Mr. Jim Ennis as the Company’s
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.



FAMILY RELATIONSHIPS



None.



SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE



Compliance with Section 16(a) of
the Securities Exchange Act of 1934



For companies registered
pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Except as set forth below, to our knowledge, based solely
on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a)
filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with on
a timely basis for the period which this report relates.



Mr. Ennis has not
filed a Form 3 with the Commission. His equity ownership has been disclosed in this Annual Report. Mr. Ennis will undertake to
file this report.





27







ITEM 11. EXECUTIVE COMPENSATION.



The table below summaries the compensation
paid to the following persons:



| | a) | Our principle executive officer for year ended December 31, 2013.
| | -- | -----------------------------------------------------------------
| | b) | Our principle executive officer for year ended December 31, 2014.



who will collectively be referred to
as the named executive officers of the Company, and are set out in the following summary compensation table, except that no disclosure
is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed
$100,000 for the respective fiscal year:



Summary Compensation Table



|Name and Principal Position |  | Year |      | Salary  ($) |  | Bonus  ($) |         | Stock Awards ($) |  | Option Awards  ($) |   | Non-Equity
Incentive Plan
Compensation
($) |  | All Other
Compensation
($) |   | Total ($)
|--------------------------- |  | ---- | ---- | ----------- |  | ---------- | ------- | ---------------- |  | ------------------ | - | ------------------------------------------ |  | -------------------------- | - | ---------
|Jim Ennis CEO               |  |      | 2014 |             |  | $          | 180,000 |                  |  | $                  | 0 |                                            |  | $                          | 0 |          
|                            |  |      | 2013 |             |  | $          | 180,000 |                  |  | $                  | 0 |                                            |  | $                          | 0 |          







|[1] | Compensation is deferred based on working capital conditions of The Company. Bonuses minimum of 25% of salary and is deferred based on working capital conditions of The Company. No Bonus has been paid.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan



The Company has not
adopted a Stock Option Plan. The company may adopt a stock option plan in the future. The stock option plan would be intended to
assist The Company in attracting, hiring and retaining critical and key employees, directors and consultants by allowing them to
participate in The Company’s ownership and growth through the grant of incentive and non-qualified options.



Compensation of Directors



The Company may reimburse
its directors for expenses incurred in connection with attending board meetings. The Company has not paid any director’s
fees or other cash compensation for services rendered as a director since our inception to the date of this filing. The Company
has no formal plan for compensating its directors for their service in their capacity as directors.



The Company has not
adopted a Stock Option Plan. The company may adopt a stock option plan in the future. The stock option plan would be intended to
assist The Company in attracting, hiring and retaining critical and key employees, directors and consultants by allowing them to
participate in The Company’s ownership and growth through the grant of incentive and non-qualified options. However, directors
of the Company may be eligible to participate in stock option plan if The Company chooses to adopt a stock plan. The directors
may receive stock options to purchase common shares under the Company’s stock option plan and may receive additional stock
options at the discretion of the Company’s board of directors.



Long-Term Incentive Plans



There are no arrangements
or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers.



Compensation Committee



The Company currently
does not have a compensation committee that reports to the Board of Directors. The Board of Directors as a whole determines executive
compensation.



Director Independence



For purposes of determining
director independence, The Company has applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of
Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer”
means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which,
in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. According to the NASDAQ definition, Mr. Ennis is not an independent director because he
is also an executive officer of the Company.





28







Employment Agreements



On January 5, 2013,
USave Acquisitions, Inc. executed and entered into an employment agreement with its CEO, Mr. Jim Ennis (the “Employment Agreement”).
The Employment Agreement has a term of three years from the effective date, January 5, 2013. Under the Employment Agreement, Mr.
Ennis agreed to serve as the President, CEO, and Director of the Company. Mr. Ennis shall have such authority, and the Company’s
board of directors may reasonably assign responsibility to him. Pursuant to the Employment Agreement, Mr. Ennis will have a base
salary of $180,000 per annum per year. Mr. Ennis has agreed to defer salary based on the working capital conditions of the company.
Mr. Ennis shall be entitled to participate in any and all deferred compensation, 401(k) or other retirement plans, medical insurance,
dental insurance, group health, disability insurance, pension and other benefit plans that are made generally available by The
Company to any of its executives who have similar responsibilities and perform similar functions as Mr. Ennis if the Company adopts
any such plans. The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference
to the complete text.



STOCK OPTIONS GRANTED/EXERCISED IN
LAST YEAR



The Company has never issued any stock options.



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



The following table sets forth certain
information as of December 31, 2013 with respect to the beneficial ownership of the Company’s Common Stock by:



Security Ownership of Management



The following table
sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of December
31, 2014 by: (i) each of its directors; (ii) each of its named executive officers; and (iii) each person or group known by the
Company that beneficially own more than 5% of its outstanding shares of common stock. Unless otherwise indicated, the shareholders
listed below possess sole voting and investment power with respect to the shares they own.





|Name Address of Beneficial Owner                 |  | Title of Class |        | Amount and Nature of Beneficial Ownership (1) |  | Percent of
Class (2)
|------------------------------------------------ |  | -------------- | ------ | --------------------------------------------- |  | --------------------
|Jim Ennis
7100 Biscayne Blvd.
Miami FL 33138     |  |                | Common |                                               |  |                     
|All Officers, Directors and 5% Owners as a Group |  |                |        |                                               |  |                     





|(1) | The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on 73,657,506 issued and outstanding shares of common stock as of December 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE.



Except as described below, none of the
following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years,
or in any proposed transaction to which the Company is proposed to be a party:



| | (A) | Any director or officer;                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) | Any proposed nominee for election as a director;                                                                                                                                          
| | (C) | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or                                              
| | (D) | Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.



On November 4, 2013,
the Company and entered into a Stock Purchase Agreement with EVG Media, Inc., a Florida corporation (“EVG”) and the
shareholders of EVG, whereby the Company acquired 1,000,000 shares of common stock (100%) of EVG from the EVG Shareholders. In
exchange for the EVG Stock, the Company issued 500,000 restricted shares of its common stock to the EVG Media, Inc. The Stock Purchase
Agreement, and subsequent transaction closing, was completed on November 4, 2013. On the closing date, EVG is also one of the majority
shareholders which own 13,711,676 of the Company outstanding common shares, which were acquired on October 23, 2013 in a private
purchase from a prior majority shareholder of the Company. Further, James Ennis is both the president of Beta Music and EVG Media
and a principal shareholder of EMG Media.





29







ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.



AUDIT FEES. The aggregate
fees billed for professional services rendered were $40,000 and $20,000 for 2014 and 2013 respectively.



AUDIT RELATED FEES.
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our financial statements and not reported under the caption
“Audit Fee.” There were $40,000 and $20,000 such fees billed for the fiscal year ended December 31, 2014 and 2013 respectively.



TAX FEES. No fees
were billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning services.



ALL OTHER FEES. Other
than the services described above, there were no other services provided by our principal accountants for the fiscal years ended
December 31, 2014 and 2013.



Mr. Ennis is our
sole officer and director. In discharging his oversight responsibility as to the audit process, Mr. Ennis obtained from the independent
auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors’
independence as required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.”



Mr. Ennis discussed
with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services,
and satisfied itself as to the auditors’ independence. He also discussed with the independent auditors the quality and adequacy
of its internal controls. He reviewed with the independent auditors their management letter on internal controls.



Mr. Ennis discussed
and reviewed with the independent auditors all matters required to be discussed by auditing standards generally accepted in the
United States of America, including those described in Statement on Auditing Standards No. 61, as amended, “Communication
with Audit Committees”. Mr. Ennis reviewed the audited consolidated financial statements of the Company as of and for the
year ended December 31, 2014 and 2013 with the independent auditors. As the Company’s sole officer and director, he has the
responsibility for the preparation of the Company’s financial statements and the independent auditors have the responsibility
for the examination of those statements. Based on the above-mentioned review and discussions with the independent auditors Mr.
Ennis approved the Company’s audited consolidated financial statements and recommended that they be included in its Annual
Report on Form 10-K for the year ended December 31, 2014, for filing with the Securities and Exchange Commission.





30







PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.



a. The following report and financial
statements are filed together with this Annual Report.



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



CONSOLIDATED BALANCE SHEETS AT DECEMBER
31, 2014 and 2013



CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2014 and 2013



CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ (DEFICIT)



CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 and 2013



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



b. Index to Exhibits





|3    | Articles of Incorporation                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------
|4.   | Bylaws                                                                                                     
|5.   | Subsidiaries of Registrant                                                                                 
|10.1 | Share Exchange Agreement Between Beta Music Group, Inc. and USave Acquisitions, Inc. dated October 31, 2013
|10.2 | Stock Purchase Agreement between Beta Music Group, Inc. EVG Media, Inc. dated November 4, 2013             
|10.3 | Employment Agreement between Jim Ennis and USAVE Acquisitions, Inc. dated January 5, 2013                  
|     |                                                                                                            
|31.1 | Certificate of the Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002          
|31.2 | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002           
|32.1 | Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
|32.2 | Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
|101* | XBRL data files of Financial Statements and Notes contained in this Annual Report on Form 10-K.            



* To be submitted by amendment





31







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|BETA MUSIC GROUP, INC. |                      | 
|---------------------- | -------------------- | 
|                       |                      | 
|By:                    | /s/ Jim Ennis        | 
|                       | Jim Ennis            | 
|                       | CEO/CFO and Director | 



In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|By: | /s/ Jim Ennis        |  | Date:
September 1, 2016
|--- | -------------------- |  | -----------------------
|    | Jim Ennis            |  |                        
|    | CEO/CFO and Director |  |                        













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors of

Beta Music Group, Inc.

New York, New York



We have audited the accompanying consolidated
balance sheets of Beta Music Group, Inc. and its subsidiaries (collectively the Company”) as of December 31, 2014 and 2013
and the related consolidated statement of operations, changes in stockholders’ deficit and cash flows for the years ended
December 31, 2014, and 2013. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance
with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the consolidated financial position of Beta Music Group, Inc. and its
subsidiaries as of December 31, 2014 and 2013 and the results of their consolidated operations and their cash flows for the year
ended December 31, 2014, and 2013, in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has a working capital deficit and suffered losses from operations, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|MALONEBAILEY, LLP     | 
|--------------------- | 
|www.malone-bailey.com | 
|Houston, Texas        | 
|                      | 
|September 1, 2016     | 



F-1











BETA MUSIC GROUP, INC.

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                        |  | December 31,
2014 |            | December 31,
2013
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | -----------------
|                                                                                                                                                        |  |                   |            |                  
|Assets                                                                                                                                                  |  |                   |            |                  
|Current Assets:                                                                                                                                         |  |                   |            |                  
|Cash                                                                                                                                                    |  | $                 | 4,895      |                  
|Accounts Receivable                                                                                                                                     |  |                   | —          |                  
|Inventory                                                                                                                                               |  |                   | —          |                  
|Total Current Assets                                                                                                                                    |  |                   | 4,895      |                  
|                                                                                                                                                        |  |                   |            |                  
|Other Assets:                                                                                                                                           |  |                   |            |                  
|Inventory - noncurrent                                                                                                                                  |  |                   | —          |                  
|Fixed Assets, net                                                                                                                                       |  |                   | 3,045      |                  
|Total Assets                                                                                                                                            |  | $                 | 7,940      |                  
|                                                                                                                                                        |  |                   |            |                  
|Liabilities and Stockholders’ Deficit                                                                                                                   |  |                   |            |                  
|Current Liabilities:                                                                                                                                    |  |                   |            |                  
|Accounts payable                                                                                                                                        |  | $                 | 188,588    |                  
|Accrued liabilities                                                                                                                                     |  |                   | 98,999     |                  
|Related Party Payables                                                                                                                                  |  |                   | 53,523     |                  
|Salary payable                                                                                                                                          |  |                   | —          |                  
|Notes payable, net of discount of $0 and $9,771, respectively                                                                                           |  |                   | 26,000     |                  
|Convertible notes payable, net of discount of $0 and $129,489 respectively                                                                              |  |                   | 155,246    |                  
|Derivative liability                                                                                                                                    |  |                   | —          |                  
|Total Liabilities                                                                                                                                       |  |                   | 522,356    |                  
|                                                                                                                                                        |  |                   |            |                  
|Stockholders’ (Deficit)                                                                                                                                 |  |                   |            |                  
|Series A Super Voting Preferred Stock, $.01 par value 5,100,000 authorized and 5,100,000 issued and outstanding as of December 31, 2014 and 2013        |  |                   | 51,000     |                  
|Blank Check Preferred Stock, $.01 par value 4,900,000 authorized and 0 issued and outstanding as of December 31, 2014 and 2013                          |  |                   | —          |                  
|Common stock, $.01 par value 290,000,000 authorized and 73,657,505 and 65,057,505 issued and outstanding as of December 31, 2014 and 2013, respectively |  |                   | 736,575    |                  
|                                                                                                                                                        |  |                   |            |                  
|Additional paid in capital                                                                                                                              |  |                   | 2,997,678  |                  
|Accumulated deficit                                                                                                                                     |  |                   | (4,299,669 | )                
|Total Stockholders’ Deficit                                                                                                                             |  |                   | (514,416   | )                
|                                                                                                                                                        |  |                   |            |                  
|Total Liabilities and Stockholders’ Deficit                                                                                                             |  | $                 | 7,940      |                  



The Accompanying Notes are an Integral
Part of these Consolidated Financial Statements





F-2







BETA MUSIC GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                        |  | For the Year Ended
December 31,
2014 |            | For the Year Ended
December 31,
2013
|--------------------------------------- |  | ------------------------------------ | ---------- | ------------------------------------
|                                        |  |                                      |            |                                     
|Revenue                                 |  | $                                    | 50,000     |                                     
|Impairment on business acquisition      |  |                                      | 204,460    |                                     
|General administrative expenses         |  |                                      | 1,587,199  |                                     
|                                        |  |                                      |            |                                     
|Net loss from operations                |  |                                      | (1,741,659 | )                                   
|                                        |  |                                      |            |                                     
|Other income (expenses):                |  |                                      |            |                                     
|Other Income                            |  |                                      | 490        |                                     
|Interest Expense, net                   |  |                                      | (159,385   | )                                   
|Loss on derivative liability            |  |                                      | (480,000   | )                                   
|                                        |  |                                      |            |                                     
|Net Loss                                |  | $                                    | (2,380,554 | )                                   
|                                        |  |                                      |            |                                     
|Basic and Diluted Loss per Common Share |  | $                                    | (0.03      | )                                   
|Basic and Diluted Weighted Average      |  |                                      |            |                                     
|Common Shares Outstanding               |  |                                      | 69,155,313 |                                     



The Accompanying Notes are an Integral
Part of these Consolidated Financial Statements





F-3









BETA MUSIC GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ DEFICIT





|                                                                         |  | Series A Super Voting Preferred Stock Shares |           | Series A Super Voting Preferred Stock Amount |  | Common Stock Shares |        | Common Stock Amount |  | Additional Paid in Capital |            | Accumulated Deficit |  | Total
Stockholders’ Deficit
|------------------------------------------------------------------------ |  | -------------------------------------------- | --------- | -------------------------------------------- |  | ------------------- | ------ | ------------------- |  | -------------------------- | ---------- | ------------------- |  | ---------------------------
|Balance, December 31, 2012                                               |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 36,000     |                     |  |                            
|                                                                         |  |                                              |           |                                              |  |                     |        |                     |  |                            |            |                     |  |                            
|Cancellation of shares                                                   |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | (36,000    | )                   |  |                            
|Shares issued to Founders – USave Acquisitions, Inc.                     |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 43,444,865 |                     |  |                            
|Shares issued to Founders – EVG Media, Inc.                              |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 14,211,676 |                     |  |                            
|Reverse merger adjustment                                                |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 2,843,639  |                     |  |                            
|Stock issued in conjunction with debt                                    |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 800,000    |                     |  |                            
|Stock issued to acquire inventory                                        |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 1,300,000  |                     |  |                            
|Stock issued for debt conversion                                         |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 2,457,325  |                     |  |                            
|Preferred stock issued for accrued salary                                |  |                                              | 5,100,000 |                                              |  |                     | 51,000 |                     |  |                            | —          |                     |  |                            
|Reclassification of derivative Liabilities to additional paid in capital |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | —          |                     |  |                            
|Net Loss                                                                 |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | —          |                     |  |                            
|Balance, December 31, 2013                                               |  |                                              | 5,100,000 |                                              |  |                     | 51,000 |                     |  |                            | 65,057,505 |                     |  |                            
|                                                                         |  |                                              |           |                                              |  |                     |        |                     |  |                            |            |                     |  |                            
|Shares issued for services                                               |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 4,300,000  |                     |  |                            
|Shares issued for exercise of warrant                                    |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 2,400,000  |                     |  |                            
|Stock issued to acquire company                                          |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | 1,900,000  |                     |  |                            
|Reclassification of derivative Liabilities to additional paid in capital |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | —          |                     |  |                            
|Capital Contribution from CEO                                            |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | —          |                     |  |                            
|Net Loss                                                                 |  |                                              | —         |                                              |  |                     | —      |                     |  |                            | —          |                     |  |                            
|Balance, December 31, 2014                                               |  |                                              | 5,100,000 |                                              |  |                     | 51,000 |                     |  |                            | 73,657,505 |                     |  |                            



The Accompanying Notes are an Integral
Part of these Consolidated Financial Statements





F-4







BETA MUSIC GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS





|                                                                            |  | For
    the Year Ended 
December 31,
    2014 |            | For
    the Year Ended December 31,
    2013
|--------------------------------------------------------------------------- |  | --------------------------------------------- | ---------- | --------------------------------------------
|Operating Activities:                                                       |  |                                               |            |                                             
|Net loss                                                                    |  | $                                             | (2,380,554 | )                                           
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                               |            |                                             
|Depreciation expenses                                                       |  |                                               | 1,522      |                                             
|Impairment on business acquisition                                          |  |                                               | 204,460    |                                             
|Loss on inventory write off                                                 |  |                                               | 68,994     |                                             
|Amortization of debt discount                                               |  |                                               | 139,260    |                                             
|Note issued in consideration of assignment of debts                         |  |                                               | —          |                                             
|Acquisition expense                                                         |  |                                               | —          |                                             
|Loss on derivative liabilities                                              |  |                                               | 480,000    |                                             
|Stock issued for service                                                    |  |                                               | 1,230,000  |                                             
|Changes in operating assets and liabilities:                                |  |                                               |            |                                             
|Accounts receivable                                                         |  |                                               | 18,000     |                                             
|Accounts payable                                                            |  |                                               | 23,096     |                                             
|Related parties payables                                                    |  |                                               | 23,278     |                                             
|Accrued expenses                                                            |  |                                               | 175,125    |                                             
|Net Cash Used by Operating Activities                                       |  |                                               | (16,819    | )                                           
|Investing Activities                                                        |  |                                               |            |                                             
|Cash proceeds from reverse merger                                           |  |                                               | —          |                                             
|Cash proceeds from business acquisition                                     |  |                                               | 845        |                                             
|Net Cash Provided by Investing Activities                                   |  |                                               | 845        |                                             
|Financing Activities:                                                       |  |                                               |            |                                             
|Repayments from related party                                               |  |                                               | (19,375    | )                                           
|Borrowings from related party                                               |  |                                               | 39,070     |                                             
|Proceeds from convertible notes payable                                     |  |                                               | —          |                                             
|Net Cash Provided by Financing Activities                                   |  |                                               | 19,695     |                                             
|Net Increase (Decrease) in Cash                                             |  |                                               | 3,721      |                                             
|Cash at Beginning of Period                                                 |  |                                               | 1,174      |                                             
|Cash at End of Period                                                       |  | $                                             | 4,895      |                                             
|                                                                            |  |                                               |            |                                             
|Supplemental Disclosures:                                                   |  |                                               |            |                                             
|Cash paid for income taxes                                                  |  | $                                             | —          |                                             
|Cash paid for interest                                                      |  | $                                             | —          |                                             
|Non-cash Transactions                                                       |  |                                               |            |                                             
|Reverse merger adjustment                                                   |  | $                                             | —          |                                             
|Capital contribution from CEO                                               |  | $                                             | 224,200    |                                             
|Business acquisition, net assets acquired                                   |  | $                                             | (204,460   | )                                           
|Fixed assets purchased on account                                           |  | $                                             | —          |                                             
|Stock issued to purchase inventory                                          |  | $                                             | —          |                                             
|Debt Discount recorded for derivative liabilities                           |  | $                                             | —          |                                             
|Stock issued in conjunction with debt                                       |  | $                                             | —          |                                             
|Stock issuance for cashless exercise of warrants                            |  | $                                             | 24,000     |                                             
|Stock issued for debt conversion                                            |  | $                                             | —          |                                             
|Preferred stock issued for accrued salary                                   |  | $                                             | —          |                                             
|Reclassification of derivative Liabilities to additional paid in capital    |  | $                                             | 1,750,492  |                                             



The Accompanying Notes are an Integral
Part of these Consolidated Financial Statements





F-5











BETA MUSIC GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1: DESCRIPTION OF COMPANY AND BASIS OF PRESENTATION



Beta Music Group, Inc.



Beta Music Group
Inc. (“BETA”, the “Company” or “we”) is a Florida corporation incorporated in the state of
Florida on July 5, 2006 under the name Pop Starz Productions, Inc. On November 15, 2007 The Company changed its name to The Next
Pop Star Inc. and its original business plan was to produce live entertainment competitions to be taped and/or filmed for distribution
by television and/or internet means. The Company was not successful in this endeavor and refocused its operations. In conjunction
with this change in the Company’s business focus, on October 23, 2008, the Company changed its name to Beta Music Group,
Inc.



On October 31, 2013,
the Company and its controlling stockholders (the “Controlling Stockholders”) entered into a Share Exchange Agreement
(the “Share Exchange”) with USave Acquisitions, Inc., a Florida corporation (“USAVE”) and the shareholders
of USAVE (the “USAVE Shareholders”), whereby the Company acquired 43,444,865 shares of common stock representing 100%
of USAVE (the “USAVE”)common stock from the USAVE Shareholders. In exchange for the USAVE Stock, the Company issued
43,444,865 shares of its common stock to the USAVE Shareholders. The 43,444,865 shares were issued at par value $.01, and represent
approximately 70% of the Company’s total issued and outstanding shares. The Common Stock Purchase Agreement, and subsequent
transaction closing, was completed on October 31, 2013. As a result of the Share Exchange the former business of USAVE is now our
primary business. Upon closing of the Share Exchange Agreement, the then current officer and director tendered their resignation
and Mr. Jim Ennis was appointed as our Chief Executive Officer, President and Chairman of the Board of Directors.



On November 4, 2013,
the Company and entered into a Stock Purchase Agreement with EVG Media, Inc., a Florida corporation (“EVG”) and the
shareholders of EVG, whereby the Company acquired 1,000,000 shares of common stock (100%) of EVG from the EVG Shareholders. In
exchange for the EVG Stock, the Company issued 500,000 restricted shares of its common stock to the EVG Media, Inc. The Stock Purchase
Agreement, and subsequent transaction closing, was completed on November 4, 2013. On the closing date, EVG is also one of the majority
shareholders which own 13,711,676 of the Company outstanding common shares, which were acquired on October 23, 2013 in a private
purchase from a prior majority shareholder of the Company.



USave Acquisitions, Inc.



USave Acquisitions,
Inc. (“USAVE”) was incorporated on December 4, 2012, in the state of Florida. . USAVE was formed to serve as digital
media holding company to seek and acquire potential acquisitions targets in the digital media, mobile marketing and social media
sectors. On December 19, 2012, the USave Acquisitions, Inc. a Florida Corporation purchased 90% equity interest in USavect, Inc.,
a Connecticut corporation and 90% equity interest of USavenj, Inc. a New Jersey corporation. USavect, Inc. and USavenj, Inc. are
subsidiary operations of USave Acquisitions, Inc. and serve as subsidiary operations regarding implementing The Company’s
digital media platform.



Viewpon.



Management
has determined that the most expedient way to achieve its goals is for the Company to purchase Viewpon Holdings, Inc. On June 27,
2014, The Company entered into a Share Exchange Agreement providing for the acquisition by the Company of all of the outstanding
capital stock of Viewpon Holdings, Inc. a company formed under the laws of Delaware, from the shareholders of Viewpon in exchange
for the issuance of up to 1,900,000 shares common stock of the Company payable upon closing. Viewpon Holdings, Inc. owns and operates
two subsidiaries, Viewpon and Sideshow Entertainment.



NOTE 2: GOING CONCERN CONSIDERATION



These consolidated
financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has negative
working capital and incurred cumulative net losses since its inception and requires capital for its contemplated operation and
marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common
stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of
operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue
operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.



Future issuances
of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations
and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. The consolidated
financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.





F-6







NOTE 3: SUMMARY OF ACCOUNTING POLICIES



CONSOLIDATION PRINCIPLES



The consolidated
financial statements include the accounts of the Company and its wholly owned subsidiaries EVG Media, Inc., Viewpon Holdings, Inc.
USave Acquisitions, Inc., USaveCT, Inc. and USaveNJ, Inc. All intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States for all periods presented and include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation.



USE OF ESTIMATES



The preparation of
financial statements, in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions, which affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period.



CASH AND CASH EQUIVALENTS



Cash and cash equivalents
are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.



ACCOUNTS RECEIVABLE



Trade accounts receivable
are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the
receivable portfolio and current economic conditions. There have been no write-offs during the various periods being reported on.



INVENTORY



Inventories are
valued at the lower of cost or market using the first in first out method. Inventory consists of digital coupons. The Company writes
down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual
market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. As
a result, during the year ended December 31, 2014, the Company wrote-off the inventory asset of $68,994.



PROPERTY AND EQUIPMENT



Property and equipment
is recorded at cost when acquired. Depreciation is provided principally on the straight-line method over the estimated useful lives
of the related assets, which is 3-7 years for equipment, furniture and fixtures, hardware and software.



IMPAIRMENT OF LONG-LIVED ASSETS



The Company reviews
the carrying value of its definite lived intangible assets at least annually. Other long-lived assets, including intangibles, are
reviewed whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer
be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to
result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset,
an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and
the fair value of the long-lived asset.



DERIVATIVE FINANCIAL INSTRUMENTS



The Company evaluates
its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at
its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value,
in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance
sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within
12 months of the balance sheet date.





F-7







BENEFICIAL CONVERSION FEATURES



The intrinsic value
of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately
from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note
payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest
method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period
of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion
price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the
fair value of the common shares at the commitment date to be received upon conversion.



FAIR VALUE OF FINANCIAL INSTRUMENTS



The Company measures
its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”.
ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy
to classify the inputs used in measuring fair value as follows:



Level 1 – Quoted prices are available
in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions
for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1
primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.



Level 2 – Pricing inputs are other than
quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date
and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily
industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility
factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.
Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived
from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in
this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.



Level 3 – Pricing inputs include
significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed
methodologies that result in management’s best estimate of fair value.



The following table
sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for
at fair value as of December 31, 2014 and 2013:





|Recurring Fair Value Measures |  | Level 1 |   | Level 2 |  | Level 3 |   | Total
|----------------------------- |  | ------- | - | ------- |  | ------- | - | -----
|December 31, 2014             |  |         |   |         |  |         |   |      
|Derivative liability          |  |         |   |         |  |         |   |      
|                              |  |         |   |         |  |         |   |      
|December 31, 2013             |  |         |   |         |  |         |   |      
|Derivative liability          |  |         | — |         |  |         | — |      



CONCENTRATION OF CREDIT RISKS



Financial instruments
that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company
places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits.
At December 31, 2014 and 2013, there was no uninsured cash. Other financial instruments include notes payable and amounts due to
related parties for wages and advances. Due to the short-term maturity of these obligations and the stated interest rates on notes
payable, the carrying value of these instruments represent their fair value.



REVENUE RECOGNITION



Revenues are recognized when all of the following have been
met:



|● | Persuasive evidence of an arrangement exits.                                                                  
|- | --------------------------------------------------------------------------------------------------------------
|● | Delivery or services has been performed.                                                                      
|● | The customer fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties.
|● | Collectability is probable.                                                                                   





F-8







INCOME
TAXES



The
Company accounts for income taxes utilizing ASC 740, “Income Taxes” (SFAS No. 109). ASC 740 requires the measurement
of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities
for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted
tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount
of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future
tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns.
The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against
net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.



INCOME
(LOSS) PER SHARE



Basic
net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of
common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that
the denominator is increased to include the number of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive. At December 31, 2014 and December 31, 2013 diluted
net loss per share is equivalent to basic net loss per share as the inclusion of any shares committed to be issued would be anti-dilutive.



EMPLOYEE
STOCK-BASED COMPENSATION



The
Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718
requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including
stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the
employee is required to provide service in exchange for the award, usually the vesting period.



NON-EMPLOYEE
STOCK-BASED COMPENSATION



The
Company accounts for stock-based compensation in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees”
(“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date.
The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.



RELATED
PARTIES



A
party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls,
is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its
management, members of the immediate families of principal owners of the Company and its management and other parties with which
the Company may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which
can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest
in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties
might be prevented from fully pursuing its own separate interests is also a related party.



RECENT
ACCOUNTING PRONOUNCEMENTS



The
Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements.
These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its consolidated financial position or results of operations.



NOTE
4: SALARY PAYABLE DUE



On
January 5, 2013, USAVE entered into an executive agreement its Chief Executive Officer, Jim Ennis. The agreement is for an initial
term of 5 years, and provides for monthly compensation in the amount of $15,000. The executive shall receive bonus each year and
shall be paid based on the performance of the Company each year ending December 31. The Bonus will be a minimum of 25% but not
exceed 75% of Annual Salary. During the year ended December 31, 2014, $224,200 of salary was forgiven by the Chief Executive Officer
and was recorded as contribution to equity. As of December 31, 2014 and December 31, 2013, the Chief Executive Officer is due
a total of $0, and $69,200 respectively, which is comprised of accrued salary expense that is unpaid and deferred based on the
working capital conditions of the Company.





F-9









NOTE
5: REVERSE MERGER



On
October 31, 2013, USAVE and its shareholders entered into Share Exchange Agreement with Beta Music Group, Inc. and its controlling
stockholders whereby the Company acquired 43,444,865 shares of common stock (100%) of USAVE from the USAVE Shareholders. In exchange
for the USAVE Stock, the Company issued 43,444,865 shares of its common stock to the USAVE Shareholders. The 43,444,865 shares,
issued at par value $.01, represent approximately 70% of the Company’s total issued and outstanding shares.



On
October 23, 2013, EVG entered into a Stock purchase agreement with one of the Company majority shareholders whereby EVG acquired
13,711,676 common shares of the Company for $100,000. On November 4, 2013, the Company entered into a Stock Purchase Agreement
with EVG Media, Inc., a Florida corporation (“EVG”) and the shareholders of EVG, whereby the Company acquired 1,000,000
shares of common stock (100%) of EVG from the EVG Shareholders. EVG had no assets and no operations as of the agreement date.
EVG and USave Acquisition Inc. share the same shareholder base. In exchange for the EVG Stock, the Company issued 500,000 restricted
shares of its common stock to the EVG Media, Inc. The Stock Purchase Agreement, and subsequent transaction closing, was completed
on November 4, 2013.



As
a result of the transactions effected by the Share Exchange, (i) the former business of USAVE and EVG is now our primary business
and (ii) there is a change of control whereby the former shareholders of USAVE and EVG, will now own a controlling 90% ownership
interest in the Company on a fully diluted basis.



For
accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of
Beta Music Group Inc., with USAVE and EVG are considered the accounting acquirer, and the financial statements of the accounting
acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in
connection with the transaction. The 43,444,865 and 500,000 shares issued to the shareholders of USAVE and EVG in conjunction
with the share exchange transaction have been presented as outstanding for all periods. The historical consolidated financial
statements include the operations of the accounting acquirer for all periods presented and net assets of ($153,588) and 2,843,639of
the Company minority shareholders was recorded as reverse merger adjustment.



NOTE
6: RELATED PARTY TRANSACTIONS



Related
Party Debt



During
the year end December 31, 2014, the Company received $39,070 of working capital infusion from its Chief Executive Officer and
$19,375 was repaid by year end. As of December 31, 2014, the total related party notes with its Chief Executive Officer are $19,695,
bore interest at 0% and are due on demand.



Accounts
payable – related parties



On
June 27, 2014, the Company assumed $10,550 of accounts payable from related parties through business acquisition. The outstanding
balance is $33,828 outstanding as of December 31, 2014.





F-10







NOTE
7: NOTES PAYABLE



On
October 31, 2013, principal amount of $109,500 and accrued interest of $11,272, a total of $120,772, was assigned by the original
debt holder to another unrelated party. The original notes bear an interest of 6%, payable on demand. Upon assignment, the Company
issued to the new debt holder a convertible note. The convertible note accrues at 10% interest, is payable within 12 months, and
contains a conversion feature which allows the principal balance to be converted into common stock of the Company.



Alone
with the above assignment, the Company issued a promissory note of $1,000 to the original debt holder for no further consideration.
This note is accounted for as interest expense. 400,000 shares of the Company common stock were issued in conjunction with the
promissory note, which resulted in a debt discount of $986. As of December 31, 2013, the unamortized discount is $493. During
the year ended December 31, 2014, the Company amortize the remaining discount of $493.



On
October 31, 2013, principal amount of $30,000 and accrued interest of $2,767, a total of $32,767, was assigned by the original
debt holder to another unrelated party. The original notes bear an interest of 6%, payable on demand. Upon assignment, the Company
issued to the new debt holder a convertible note. The convertible note accrues at 10% interest, is payable within 12 months, and
contains a conversion feature which allows the principal balance to be converted into common stock of the Company.



The
Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment
of Debt”. The Company determined the modification is substantial and the transaction should be accounted for as an extinguishment
with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate. The Company
also determined that the fair value of the new debt is the same as the fair value of the old debt. Thus no gain or loss was recognized
upon the extinguishment.



On
October 23, 2013, EVG issued a promissory note of $25,000 and a convertible note of $75,000 to finance a private purchase of 13,711,676
shares of the Company common stock. The $25,000 promissory note accrues at 10% interest, is payable on May 15, 2014. 400,000 shares
of the Company common stock were issued in conjunction with the promissory note, which resulted in a debt discount of $18,557.
As of December 31, 2013, the unamortized discount is $9,278. During the year ended December 31, 2014, the Company amortize the
remaining discount of $9,278.



At
December 31, 2013 the Company had notes payable from third parties with a balance of $16,229 net of discount of $9,771. At
December 31, 2014, the Company had noted payable from third parties with a balance of $26,000 net of discount of $0.



The
following table summarizes the notes payable outstanding as of December 31, 2014 and 2013:





|                             |  | Principal |        | Less: Unamortized Discount |  | Net Carrying Value
|---------------------------- |  | --------- | ------ | -------------------------- |  | ------------------
|“$1,000 promissory note”     |  |           | 1,000  |                            |  |                   
|“$25,000 promissory note”    |  |           | 25,000 |                            |  |                   
|Balance at December 31, 2013 |  |           | 26,000 |                            |  |                   
|“$1,000 promissory note”     |  | $         | 1,000  |                            |  | $                 
|“$25,000 promissory note”    |  |           | 25,000 |                            |  |                   
|Balance at December 31, 2014 |  | $         | 26,000 |                            |  | $                 



As
of December 31, 2014, all of the notes are default status.





F-11







NOTE
8: CONVERTIBLE NOTES





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Principal | Less: Unamortized Discount | Net Carrying Value
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | -------------------------- | ------------------
|On October 31, 2013, principal amount of $109,500 and accrued interest of $11,272, a total of $120,772, was assigned by the original debt holder to another unrelated party. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. During the year ended December 31, 2013, the Company issued a total of 2,457,325 shares of common stock in connection with the conversion of $98,293 of the outstanding $120,772 principal amount. After the conversion, the remaining debt balance is $22,479. The Company accounted for the variable conversion feature as a discount of $120,772 to the convertible note. As of December 31, 2013, the debt balance is $3,629, net of discount of $18,850. There is no conversion as of December 31, 2014. On October 5, 2014, the Company amended the term of the note with no additional consideration. The conversion price was deemed to be not less than $0.02 per share after the amendment. During the year ended December 31, 2014, the amortization of debt discount is $18,850. As of December 31, 2014, the unamortized discount is $0. | $22,479   | $0                         | $22,479           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |           |                            |                   
|On October 31, 2013, principal amount of $30,000 and accrued interest of $2,767, a total of $32,767, was assigned by the original debt holder to another unrelated party. Upon assignment, the Company issued to the new debt holder a convertible note. The convertible note accrues at 10% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. The Company accounted for the variable conversion feature as a discount of $32,767 to the convertible note. As of December 31, 2013, the debt balance is $5,461, net of discount of $27,306. There is no conversion as of December 31, 2014. On October 5, 2014, the Company amended the term of the note with no additional consideration. The conversion price was deemed to be not less than $0.02 per share after the amendment. During the year ended December 31, 2014, the amortization of debt discount is $27,306. As of December 31, 2014, the unamortized discount is $0.                                                                                                                                                                                      | 32,767    | 0                          | 32,767            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |           |                            |                   
|On October 23, 2013, EVG Media issued a promissory note of $25,000 and a convertible note of $75,000 to finance a private purchase of 13,711,676 shares of the Company common stock. The $75,000 convertible note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. As of December 31, 2013, the debt balance is $12,500, net of discount of $62,500. There is no conversion as of December 31, 2014. On October 5, 2014, the Company amended the term of the note with no additional consideration. The conversion price was deemed to be not less than $0.02 per share after the amendment. During the year ended December 31, 2014, the amortization of debt discount is $62,500. As of December 31, 2014, the unamortized discount is $0.                                                                                                                                                                                                                                                                                                                                                             | 75,000    | 0                          | 75,000            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |           |                            |                   
|On November 5, 2013, the Company issued a convertible note for principal amount of $25,000. The Company received $15,750 in cash, and the remaining $9,250 is accounted for as debt discount. The note accrues at 12% interest, is payable within 12 months, and contains a conversion feature which allows the principal balance to be converted into common stock of the Company. The conversion price is equal to 50% of the average of the lowest three trading prices among the 10 day trading period immediately prior to conversion date. The Company accounted for the variable conversion feature as a discount of $15,750 to the convertible note. As of December 31, 2013, the debt balance is $4,167, net of discount of $20,833. There is no conversion as of December 31, 2014. On October 5, 2014, the Company amended the term of the note with no additional consideration. The conversion price was deemed to be not less than $0.02 per share after the amendment. During the year ended December 31, 2014, the amortization of debt discount is $20,833. As of December 31, 2014, the unamortized discount is $0.                                                                                                                                                                                                                                                             | 25,000    | 0                          | 25,000            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |           |                            |                   
|Balance as of December 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | $155,246  | $0                         | $155,246          



As
of December 31, 2014, all of the notes are in default status.





F-12







A
total of 4,800,000 warrants were issued along with the convertible debt as mentioned above. The warrant has an exercise price
equal to 50% of the average of the lowest three trading prices among the 10-day trading period immediately prior to conversion
date and will expire on October 31, 2018. See valuation in note 9. On June 26, 2014, the warrants were exercised on a cashless
basis and the Company issued 2,400,000 restricted shares of common stock in total for full settlement of the warrants. There are
no outstanding warrants at December 31, 2014.



The
following table summarizes information about outstanding warrants at December 31, 2014:



|                                                 |  | Number
    Outstanding |            | Weighted
    Average Exercise Price |  | Remaining
    Contractual Life in Years |      | Intrinsic
    Value
|------------------------------------------------ |  | ---------------------- | ---------- | ----------------------------------- |  | --------------------------------------- | ---- | -------------------
|Warrants
    outstanding as of December 31, 2012 |  |                        | —          |                                     |  |                                         | —    |                    
|Warrants
    granted                             |  |                        | 4,800,000  |                                     |  |                                         | 0.04 |                    
|Warrants
    forfeited                           |  |                        | —          |                                     |  |                                         | —    |                    
|Warrants
    outstanding as of December 31, 2013 |  |                        | 4,800,000  |                                     |  | $                                       | 0.10 |                    
|Warrants
    exercised                           |  |                        | (4,800,000 | )                                   |  | $                                       | 0.10 |                    
|Warrants
    outstanding as of December 31, 2014 |  |                        | —          |                                     |  | $                                       | —    |                    



The
Company analyzed the conversion option of all the convertible debts. As discussed in Note 9, the Company considered derivative
accounting under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be
classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the
above conversion options. The embedded conversion feature was measured at fair value at the date of inception and at the end of
each reporting period or termination of the instrument with the change in fair value recorded to earnings. During 2014, the Company
entered into agreement with the debt holders to set up the floor price for the conversion price, thus eliminated the derivative
liabilities because the embedded conversion feature now has explicit limit to the number of shares to be delivered upon settlement.



NOTE
9: DERIVATIVE LIABILITIES



Convertible
Notes



On
October 31, 2013, convertible notes of $120,772 and $32,767 were issued. On October 23, 2013, a convertible note of $75,000 was
issued. On November 5, 2013, a convertible note of $25,000 was issued. The Company analyzed the conversion option of all the notes
and Company considered derivative accounting under ASC 815-15 “Derivatives and Hedging” and determined that the embedded
conversion feature should be classified as a liability due to there being no explicit limit to the number of shares to be delivered
upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at the date of inception
and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The
fair value of the instruments was determined by using Black-Scholes option-pricing model, assuming maximum value.



The
fair value of the conversion feature related to the “$120,722 convertible note” on issuance date was $241,544, including
a debt discount of $120,772 and a loss on derivative liabilities of $120,772. On November 12, 2013, upon conversion of 98,293
of the $120,772 outstanding note, the derivative liability was revalued to be $543,474, out of which $442,319 was re-classified
to additional paid in capital and $301,930 was recognized as loss on derivative liabilities. On December 31, 2013, the derivative
liability was revalued to be $44,958, and a gain of $56,197 was recognized in earnings.



The
fair value of the conversion feature related to the “$32,767 convertible note” on issuance date was $65,534, including
a debt discount of $32,767, and a loss on derivative liabilities of $32,767. On December 31, 2013, the fair value didn’t
change, resulting in no gain or loss.



The
fair value of the conversion feature related to the “75,000 convertible note” on issuance date was $187,500, including
a debt discount of $75,000 and a loss on derivative liabilities of $112,500. On December 31, 2013, the derivative liability was
revalued to be $150,000, and a gain of $37,500 was recognized in earnings.





F-13







The
fair value of the conversion feature related to the “25,000 convertible note” on issuance date was $112,500, including
a debt discount of $15,750 and a loss on derivative liabilities of $96,750. On December 31, 2013, the derivative liability was
revalued to be $50,000, and a gain of $62,500 was recognized in earnings.



On
October 5, 2014 the Company and lender signed an agreement that the Conversion price shall be deemed to be “fair market
value as mutually determined by the Issuer and the Holders of a majority in interest of the Notes being converted for which the
calculation of the Trading Price is required in order to determine the Conversion Price of such Notes” not less than $0.02
per share Pursuant to 2.2 Conversion Price of the Notes listed above. On October 5, 2014, the derivative liability was re-valued
to be $310,492, resulting no loss or gain to be recognized in earnings. Upon the amendment of the conversion price, the derivative
liability of $310,492 was reclassified from liability to equity.



Warrants



On
October 31, 2013, warrants to purchase 4,800,000 shares of the Company common stock were issued along with the convertible notes.
As a result of the issuance of convertible debt, the conversion option of all other convertible instruments became tainted. Under
ASC 815-15”Derivatives and Hedging”, all other tainted share settleable instruments must be reclassified from equity
to liability. The conversion feature was measured at fair value at the date it became tainted and at the end of each reporting
period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the instruments
was determined by using Black-Scholes option-pricing model, assuming maximum value.



The
fair value of the warrants on issuance date was $384,000, resulting in a loss on derivative liability of $384,000. On December
31, 2013, the derivative liability was revalued to be $960,000, resulting in a loss of $576,000 to be recognized in earnings.



On
June 26, 2014, the warrants were exercised on a cashless basis and the Company issued 2,400,000 restricted shares of common stock.
There are no outstanding warrants at December 31, 2014.



On
June 26, 2014, the derivative liability was revalued to be $1,440,000, resulting in a loss of $480,000 to be recognized in earnings.
Upon exercise, the derivative liability of $1,440,000 was reclassified from liability to equity.



The
following table summarizes the derivative liabilities included in the balance sheet:



|Balance
    at December 31, 2012                                  |  | $ | —          |  
|----------------------------------------------------------------- |  | - | ---------- | -
|Record
    derivative liability as debt discount                  |  |   | 244,289    |  
|Change
    in fair value of derivative liability                  |  |   | 1,468,522  |  
|Derivative
    liability re-class to equity                       |  |   | (442,319   | )
|Balance
    at December 31, 2013                                  |  | $ | 1,270,492  |  
|Change
    in fair value of derivative liability                  |  |   | 480,000    |  
|Reclassification
    from liability to additional paid in capital |  |   | (1,750,492 | )
|Balance
    at December 31, 2014                                  |  | $ | —          |  



NOTE
10: VIEWPON ACQUISITION



On
June 27, 2014, The Company entered into a Share Exchange Agreement providing for the acquisition by the Company of all of the
outstanding capital stock of Viewpon Holdings, Inc. a company formed under the laws of Delaware, from the shareholders of Viewpon
in exchange for the issuance of up to 1,900,000 shares common stock of the Company payable upon closing. Viewpon Holdings, Inc.
owns and operates two subsidiaries, Viewpon and Sideshow Entertainment. The closing was subject to obtaining the consent from
shareholders owning no less than 90% of Viewpon’s issued and outstanding shares of common stock. Shareholders representing
the holders of 100% of the outstanding common stock have consented to the agreement.





F-14







In
accordance with ASC 805-10 Business Combination and purchase acquisition accounting, the Company initially allocated the consideration
to the net tangible and identifiable intangible assets, based on their estimated fair values as of the date of acquisition.



The
following preliminary table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition
date.



|Category                               |  | Totals
|-------------------------------------- |  | ------
|Cash                                   |  | $     
|Fixed
    assets                       |  |       
|                                       |  |       
|Accounts
    payable                   |  | $     
|Accounts
    payable related parties   |  |       
|Accrued
    liabilities                |  |       
|                                       |  |       
|Impairment
    on business acquisition |  | $     
|                                       |  |       
|Total
    purchase price               |  | $     



The
Company issued 1,900,000 shares of common stock valued at the market price on the respective dates of issuance, and the fair value
of the shares was determined to be $0 to shareholders of Viewpon Holdings, Inc. as consideration for Viewpon.



The
assets acquired include cash and fixed assets with a fair value of $2,412. The liabilities acquired include accounts payables
and other payables with a fair value of $206,872.



Since
June 27, 2014, The Company evaluated the Viewpon and Sideshow Entertainment business. The revenues for Viewpon depend upon our
ability to attract customers with the digital coupons they seek from small businesses digital videos to promote their digital
coupons. As of December 31, 2014, the processes for customers purchasing digital coupons from the television shows, digital media
network and audiovisual materials were ineffective. Therefore Company recognized an impairment loss of $204,460 as a result of
the acquisition.





F-15







PRO
FORMA FINANCIAL INFORMATION



The
following unaudited consolidated pro forma information gives effect to the Viewpon acquisition as if this transaction had occurred
at the beginning of each period presented. The following unaudited pro forma information is presented for illustration purposes
only and is not necessarily indicative of the results that would have been attained had the acquisition of this business bee completed
at the beginning of each period presented, nor are they indicative of results that may occur in any future periods.





|                                                            |  | For
    the Year Ended
December 31, 2014
|----------------------------------------------------------- |  | ----------------------------------------
|                                                            |  | Beta                                    
|                                                            |  | 1/1/14-12/31/14                         
|                                                            |  |                                         
|Revenue                                                     |  |                                         
|Operating
    expenses                                      |  |                                         
|Other
    expenses                                          |  |                                         
|                                                            |  |                                         
|Net
    income (loss)                                       |  |                                         
|Basic
    and diluted income (loss) per share               |  |                                         
|Weighted
    average shares outstanding – basic and diluted |  |                                         



|                                                            |  | For
    the Year Ended
December 31, 2013
|----------------------------------------------------------- |  | ----------------------------------------
|                                                            |  | Beta                                    
|                                                            |  |                                         
|Revenue                                                     |  | $                                       
|Operating
    expenses                                      |  |                                         
|Other
    expenses                                          |  |                                         
|                                                            |  |                                         
|Net
    income (loss)                                       |  | $                                       
|Basic
    and diluted income (loss) per share               |  |                                         
|Weighted
    average shares outstanding – basic and diluted |  |                                         



NOTE
11: STOCKHOLDERS EQUITY



During
the year ended December 31, 2012, 36,000 shares were issued to acquire USaveCT, Inc. and USaveNJ, Inc. and the shares were valued
at the market price on the respective dates of issuance, and the fair value of the shares was determined to be $0. These shares
were cancelled during the year ended December 31, 2013.



On
December 4, 2013, Company increased the number of shares of stock to have authority to issue from 100,000,000 shares to 300,000,000
shares. The shares shall be divided into two classes consisting of: (i) 290,000,000 shares of Common Stock with par value of $0.01
and 4,900,000 shares of Blank Check Preferred Stock with par value of $0.01 and 5,100,000 Series A Preferred Super Voting Stock
with par value of $0.01.





F-16







On
December 4, 2013, Company issued 5,100,000 shares of Series A Super Preferred Voting Stock to Jim Ennis, Chief Executive Officer
in exchange for the elimination of $105,000 salary payables owed to executive. The Holders of shares of Series A Preferred Super
Voting Stock have the right, voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total
vote on all matters submitted to the shareholders that each shareholder of the Corporation Common Stock (rounded to the nearest
whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of stockholders in lieu
of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration.
The Holders of Series A Super Voting Preferred Stock shall together with holders of Common Stock as single class in respect for
each share of Common Stock held of record on the books of the Corporation may designate for election of directors and on all matters
submitted to a vote of stockholders of the Corporation. The Series A Preferred Super Voting Stock may not be convertible to Common
Stock. The fair value of the preferred stock is determined to be worth 51% of the Company value and was valued at the market price
on the respective date of issuance. As a result, the preferred stock is valued at $61,577, which is lower than the amount of salary
payable eliminated. The difference is recorded in additional paid in capital, due to related-party transaction.



During
the year ended December 31, 2013, in consideration of the note holders providing the Company a loan in the principal $1,000 and
$25,000, the Company issued an aggregate of 800,000 common shares. The relative fair value of the share was $19,543 was recorded
as debt discount and included in the notes payable on the consolidated balance sheets. The $19,543 will be amortized to interest
expense over the term of the related notes.



On
December 20, 2013, the Company issued 1,300,000 common shares to Viewpon Holdings, Inc. in exchange for the purchase of inventory
from Viewpon Holdings, Inc. The fair value of inventory has been assessed at $68,994.



During
the year ended December 31, 2013, convertible debt of $98,293 was converted into 2,457,325 common shares.



During
the year ended December 31, 2014, the Company issued 4,300,000 shares of common stock to third parties for consulting services.
The shares were valued at the market price of $1,230,000 on the respective date of issuance.



On
June 26, 2014, the Company issued 2,400,000 shares of common stock for cashless exercise of warrants issued on October 31, 2013.
See note 8.



On
June 27, 2014, the Company issued 1,900,000 shares of common stock to shareholders of Viewpon Holdings, Inc. under a share exchange
agreement. See note 10.



NOTE
12: CONCENTRATIONS



The
Company had one major customer which generated 100% of its revenue in the fiscal year ended December 31, 2014. The Company had
a separate major customer which generated 100% of its revenue in the fiscal year ended December 31, 2013, respectively. There
were no similar revenues recognized after December 31, 2014 through September 1, 2016.



NOTE
13: INCOME TAXES



At
December 31, 2014 and 2013 deferred tax assets consist of the following:



|                               |  | December 31,
    2014 |          | December 31,
    2013
|------------------------------ |  | --------------------- | -------- | ---------------------
|Federal
    loss carryforwards |  | $                     | 225,198  |                      
|Less:
    valuation allowance  |  |                       | (225,198 | )                    
|                               |  | $                     | —        |                      



The
Company has established a valuation allowance equal to the full amount of the deferred tax asset primarily due to uncertainty
in the utilization of the net operating loss carry forwards. As of December 31, 2014 the effective tax rate is lower than the
statutory rate due to net operating losses. The estimated net operating loss carry forwards of approximately $643,000 begin to
expire in 2032 for both federal and state purposes.



Section
382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that
may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. The $643,000
estimate of net operating loss carryforward is calculated after we consider the effect of Section 382.





F-17







NOTE
14: COMMITMENTS AND CONTINGENCIES



On
January 5, 2013, USave Acquisitions, Inc. executed and entered into an employment agreement with its CEO, Mr. Jim Ennis (the “Employment
Agreement”). The Employment Agreement has a term of three years from the effective date, January 5, 2013. Under the Employment
Agreement, Mr. Ennis agreed to serve as the President, CEO, and Director of the Company. Mr. Ennis shall have such authority,
and the Company’s board of directors may reasonably assign responsibility to him. Pursuant to the Employment Agreement,
Mr. Ennis will have a base salary of $180,000 per annum per year. Mr. Ennis has agreed to defer salary based on the working capital
conditions of the company. Mr. Ennis shall be entitled to participate in any and all deferred compensation, 401(k) or other retirement
plans, medical insurance, dental insurance, group health, disability insurance, pension and other benefit plans that are made
generally available by The Company to any of its executives who have similar responsibilities and perform similar functions as
Mr. Ennis if the Company adopts any such plans.



Our
office is located at 7100 Biscayne Blvd. Miami, FL 33138. The Company currently rents this space for approximately $200 a month.



NOTE
15: SUBSEQUENT EVENTS



On
July 15, 2015, the Company issued a promissory note to Jim Toolen in an amount of $10,000, interest rate 5% due to October 19,
2015. The Default interest rate is 5%. The Company also issued 995,000 restricted shares of common stock in accordance with the
promissory note.



On
August 5, 2015, the Company issued a promissory note to Kevin Golden in an amount of $3,000, interest rate 5% due to October 19,
2015. The Default interest rate is 10%. The Company also issued 600,000 restricted shares of common stock in accordance with the
promissory note.



On
August 19, 2015, the Company issued a promissory note to Alan Winston in an amount of $5,000, interest rate 5% due to October
19, 2015. The Default interest rate is 10%. The Company also issued 200,000 restricted shares of common stock in accordance with
the promissory note.



On
February 28, 2016, the Company engaged a consultancy services representative regarding counsel and advisory services regarding
the digital media expansion and strategic growth initiatives of the Company’s activities. The term is month to month with
a retainer of fee of $5,000 per month as well as 166,667 shares of restricted stock per month.



On
June 6, 2016, the Company issued 1,400,000 shares of restricted common stock in for $25,000.



F-18