UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q



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



For the quarterly period ended June
30, 2014



or



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



For the transition period from ________________
to __________________



Commission File Number 000-54009



FREEBUTTON,
INC.

(Exact name of registrant as specified
in its charter)



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





7040 Avenida Encinas
Suite 104-159



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



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



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x   No o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x No
o



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



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



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



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





1





FREEBUTTON, INC.



QUARTERLY REPORT ON FORM 10-Q
June 30, 2014



TABLE OF CONTENTS



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







2









Use of Certain Defined Terms



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



Forward-Looking Statements



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



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



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



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





3







PART I. FINANCIAL
INFORMATION

Item 1. Financial Statements





FREEBUTTON, INC.

FINANCIAL STATEMENTS

(Unaudited)

June 30, 2014





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







4







FREEBUTTON, INC.

BALANCE SHEETS



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



Going Concern (Note 1)



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





5







FREEBUTTON, INC.

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                            |  | Three Months Ended June 30 |            |   | Six Months Ended June 30 |  
|----------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | -
|                                                            |  | 2014                       |            |   | 2013                     |  
|                                                            |  |                            |            |   |                          |  
|REVENUE                                                     |  | $                          | –          |   |                          | $
|                                                            |  |                            |            |   |                          |  
|EXPENSES                                                    |  |                            |            |   |                          |  
|Office and general                                          |  | $                          | 12,813     |   |                          | $
|Management fees                                             |  |                            | –          |   |                          |  
|Marketing expenses                                          |  |                            | 75         |   |                          |  
|Professional fees                                           |  |                            | 12,915     |   |                          |  
|                                                            |  |                            |            |   |                          |  
|TOTAL EXPENSES                                              |  |                            | (25,803    | ) |                          |  
|                                                            |  |                            |            |   |                          |  
|NET OPERATING LOSS:                                         |  |                            | (25,803    | ) |                          |  
|                                                            |  |                            |            |   |                          |  
|OTHER INCOME (EXPENSES)                                     |  |                            |            |   |                          |  
|Exchange loss                                               |  |                            | –          |   |                          |  
|Loan interest                                               |  |                            | (6,827     | ) |                          |  
|Gain (loss) on debt settlement                              |  |                            | –          |   |                          |  
|                                                            |  |                            |            |   |                          |  
|TOTAL OTHER INCOME (EXPENSES)                               |  |                            | (6,827     | ) |                          |  
|LOSS FROM CONTINUING OPERATIONS                             |  |                            | (32,630    | ) |                          |  
|                                                            |  |                            |            |   |                          |  
|DISCONTINUED OPERATIONS                                     |  |                            |            |   |                          |  
|Gain from operations of Media Rhythm                        |  |                            | –          |   |                          |  
|                                                            |  |                            |            |   |                          |  
|NET LOSS FOR THE YEAR                                       |  | $                          | (32,630    | ) |                          | $
|                                                            |  |                            |            |   |                          |  
|                                                            |  |                            |            |   |                          |  
|                                                            |  |                            |            |   |                          |  
|BASIC LOSS PER COMMON SHARE                                 |  | $                          | (0.00      | ) |                          | $
|                                                            |  |                            |            |   |                          |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC |  |                            | 33,844,260 |   |                          |  







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





6







FREEBUTTON, INC.

STATEMENTS OF CASH
FLOWS

(Unaudited)



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



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





7











|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION



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



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



Going concern

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



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



Unaudited Financial Statements

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



Segmented Reporting

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



Comprehensive Loss

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



Use of Estimates and Assumptions

Preparation of the financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.





8













|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Financial Instruments

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



Fixed Assets

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



| | Office equipment | 5 years | 
| | ---------------- | ------- | 



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



Website Development Costs/Domain Names

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



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



Impairment of Long-Lived Assets

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



Revenue Recognition

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



Loss per Common Share

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



Income Taxes

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





9













|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Stock-based Compensation

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



Recent Accounting Pronouncements

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



NOTE
3 – STOCKHOLDERS’ EQUITY/DEFICIT



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



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



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



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



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



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



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



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





10















|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
3 – STOCKHOLDERS’ EQUITY/DEFICIT (continued)



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



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



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



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



Private Placement Memorandum

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



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



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



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



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



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



Equity Incentive Award Plan

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



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



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



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





11















|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
4 – RELATED PARTY TRANSACTIONS



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



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



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



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



See Note 6 for further discussion of related
party transactions.



NOTE
5 – CONVERTIBLE PROMISSORY NOTE



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



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



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



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



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





12







|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------







NOTE
5 – CONVERTIBLE PROMISSORY NOTE (continued)





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



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



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



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



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



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



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



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





13







|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------









NOTE
5 – CONVERTIBLE PROMISSORY NOTE (continued)





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



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



NOTE
6 – ASSET AND BUSINESS ACQUISITION



Media Rhythm
Group, Inc.

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



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



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



A1 Vapors, Inc.

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





14











|FREEBUTTON, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2014
|-------------------------------------------------------------------------









NOTE 7 – DISCONTINUED OPERATIONS





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



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



NOTE 8 – DISTRIBUTION AGREEMENT



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



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



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



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



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



NOTE
9 – SUBSEQUENT EVENTS



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





15









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



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



Business Overview



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



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



Recent Development



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



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



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



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



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



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



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



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





16







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



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



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



Plan of Operations



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



VideoStakes



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



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



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



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



Results of Operation



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



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





17







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



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



Capital Resources and Liquidity



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



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



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



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



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



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





18







Off Balance Sheet Arrangements



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



Recent Accounting Pronouncements



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



ITEM 3. QUALITATIVE
AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



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



ITEM 4. CONTROLS
AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



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



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



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



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

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

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



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



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



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



Changes in Internal Control Over Financial
Reporting



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





19







PART II. OTHER
INFORMATION



ITEM 1. LEGAL PROCEEDINGS



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



ITEM 1A. RISK FACTORS



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



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



None.



Issuer
Purchases of Equity Securities



|Period              |  | (a) Total number of shares (or units) purchased |             |  | (b) Average price paid per share (or unit) |  |        | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs |  |  | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | 
|------------------- |  | ----------------------------------------------- | ----------- |  | ------------------------------------------ |  | ------ | ----------------------------------------------------------------------------------------------- |  |  | --------------------------------------------------------------------------------------------------------------------------- | 
|January 1-31, 2014  |  |                                                 | 0           |  |                                            |  | N/A    |                                                                                                 |  |  | N/A                                                                                                                         | 
|February 1-28, 2014 |  |                                                 | 100,000 (1) |  |                                            |  | $0.25  |                                                                                                 |  |  | N/A                                                                                                                         | 
|March 1-31, 2014    |  |                                                 | 0           |  |                                            |  | N/A    |                                                                                                 |  |  | N/A                                                                                                                         | 
|April 1-30, 2014    |  |                                                 | 0           |  |                                            |  | N/A    |                                                                                                 |  |  | N/A                                                                                                                         | 
|May 1 – 31, 2014    |  |                                                 | 100,000 (1) |  |                                            |  | $0.50  |                                                                                                 |  |  | N/A                                                                                                                         | 
|June 1 – 30, 2014   |  |                                                 | 0           |  |                                            |  | N/A    |                                                                                                 |  |  | N/A                                                                                                                         | 
|Total               |  |                                                 | 200,000     |  |                                            |  | $0.375 |                                                                                                 |  |  | N/A                                                                                                                         | 



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



ITEM 3. DEFAULTS
UPON SENIOR SECURITIES



None.



ITEM 4. MINE SAFETY
DISCLOSURES.



Not applicable.



ITEM 5. OTHER INFORMATION



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





20







ITEM 6. EXHIBITS



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



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



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



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



|10.1(1) | Asset Purchase Agreement between the Company and Media Rhythm Group, Inc. dated March 5,
                                                             2014.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|10.2* | Cancellation and Termination of Stock Purchase Agreement and Exclusive Distribution Agreement,
dated February 7, 2014, by and between the Company and Rivalfly National Network.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.3* | Binding Letter of Intent between the Company and A1 Vapors Inc. effective April 11, 2014.
|----- | -----------------------------------------------------------------------------------------



|10.4* | Exchange Agreement between the Company and A1 Vapors Inc. effective May 23, 2014.
|----- | ---------------------------------------------------------------------------------



|31.1* | Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|101.INS** | XBRL Instance Document
|--------- | ----------------------



|101.SCH** | XBRL Taxonomy Extension Schema Document
|--------- | ---------------------------------------



|101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document
|--------- | -----------------------------------------------------



|101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document
|--------- | ----------------------------------------------------



|101.LAB** | XBRL Taxonomy Extension Label Linkbase Document
|--------- | -----------------------------------------------



|101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document
|--------- | ------------------------------------------------------



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

*Filed herewith

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

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





21











SIGNATURES



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







|                       | FreeButton, Inc.
|---------------------- | ----------------
|                       |                 
|                       |                 
|                       |                 
|Dated:
August 14, 2014 | By:             
|                       |                 
|                       |                 
|                       |                 













22