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



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



For the quarterly period ended September
30, 2013



or



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



For the transition period from ________________
to __________________



Commission File 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.)





545 Second Street, #4
Encinitas, CA 92024(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 S   No £



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§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 S   No £



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



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



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



As of November 15, 2013, the registrant
had 33,844,260 shares of common stock, $0.001 par value, outstanding.











FREEBUTTON, INC.



QUARTERLY REPORT ON FORM 10-Q
September 30, 2013



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 |  | 17
|                                                                                                 |  |   
|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                                                                        |  | 21
|                                                                                                 |  |   
|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.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage
Company)



FINANCIAL STATEMENTS

(Unaudited)

September 30, 2013





















4











|BALANCE SHEETS                               | 6 
|-------------------------------------------- | --
|                                             |   
|STATEMENTS OF OPERATIONS                     | 7 
|                                             |   
|STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | 8 
|                                             |   
|STATEMENTS OF CASH FLOWS                     | 9 
|                                             |   
|NOTES TO FINANCIAL STATEMENTS                | 10





5







FREEBUTTON, INC.

(A Development Stage
Company)

BALANCE SHEETS



|                                                                                                                                                               |  | September 30, 2013 |          |   | December 31, 2012 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | -
|                                                                                                                                                               |  | (Unaudited)        |          |   |                   |  
|ASSETS                                                                                                                                                         | 
|                                                                                                                                                               |  |                    |          |   |                   |  
|CURRENT ASSETS                                                                                                                                                 |  |                    |          |   |                   |  
|Cash                                                                                                                                                           |  | $                  | 47,015   |   |                   | $
|Accounts Receivable                                                                                                                                            |  |                    | 4,340    |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL CURRENT ASSETS                                                                                                                                           |  |                    | 51,355   |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|FIXED ASSETS                                                                                                                                                   |  |                    |          |   |                   |  
|Office Equipment, Net                                                                                                                                          |  |                    | 5,138    |   |                   |  
|OTHER ASSETS                                                                                                                                                   |  |                    |          |   |                   |  
|Web Development Costs                                                                                                                                          |  |                    | 18,845   |   |                   |  
|Goodwill (Note 7)                                                                                                                                              |  |                    | 347,453  |   |                   |  
|TOTAL OTHER ASSETS                                                                                                                                             |  |                    | 366,298  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL  ASSETS                                                                                                                                                  |  | $                  | 422,791  |   |                   | $
|                                                                                                                                                               |  |                    |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                 | 
|                                                                                                                                                               |  |                    |          |   |                   |  
|CURRENT LIABILITIES                                                                                                                                            |  |                    |          |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                       |  | $                  | 41,342   |   |                   | $
|Due to related party (Note 4)                                                                                                                                  |  |                    | 4,072    |   |                   |  
|Convertible Promissory Notes (Note 5)                                                                                                                          |  |                    | 265,997  |   |                   |  
|Current Portion of Promissory Note (Note 6)                                                                                                                    |  |                    | 180,833  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL CURRENT LIABILITIES                                                                                                                                      |  |                    | 492,244  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|LONG-TERM LIABILITIES                                                                                                                                          |  |                    |          |   |                   |  
|Note Payable, Net of Current Portion (Note 6)                                                                                                                  |  |                    | 176,611  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL LONG-TERM LIABILITIES                                                                                                                                    |  |                    | 176,611  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL LIABILITIES                                                                                                                                              |  |                    | 668,855  |   |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                 |  |                    |          |   |                   |  
|Capital stock (Note 3)                                                                                                                                         |  |                    |          |   |                   |  
|Authorized 75,000,000 shares of common stock, $0.001 par
    value, 
Issued and outstanding 33,807,000 shares of common stock (December 31, 2012 –33,300,000 ) |  |                    | 33,807   |   |                   |  
|Additional paid-in capital                                                                                                                                     |  |                    | 175,865  |   |                   |  
|Deficit accumulated during the development stage                                                                                                               |  |                    | (455,736 | ) |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                          |  |                    | (246,064 | ) |                   |  
|                                                                                                                                                               |  |                    |          |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                           |  | $                  | 422,791  |   |                   | $



Going Concern (Note 1)



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





6







FREEBUTTON, INC.

(A Development Stage Company)



STATEMENTS OF OPERATIONS

(Unaudited)



|                               |  | Three Months Ended September 30 |         |   | Nine Months Ended September 30 |   |         | November 27, 2006 (inception) to September 30, | 
|------------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---------------------------------------------- | 
|                               |  | 2013                            |         |   | 2012                           |   |         | 2013                                           | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|REVENUE                        |  | $                               | –       |   |                                | $ | –       |                                                | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|EXPENSES                       |  |                                 |         |   |                                |   |         |                                                | 
|Office and general             |  | $                               | 26,320  |   |                                | $ | 9,686   |                                                | 
|Management fees                |  |                                 | 44,000  |   |                                |   | 12,000  |                                                | 
|Marketing expenses             |  |                                 | 5,198   |   |                                |   | 460     |                                                | 
|Professional fees              |  |                                 | 7,866   |   |                                |   | 11,525  |                                                | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|TOTAL EXPENSES                 |  |                                 | 83,384  |   |                                |   | 33,671  |                                                | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|NET OPERATING LOSS:            |  |                                 | (83,384 | ) |                                |   | (33,671 | )                                              | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|OTHER INCOME (EXPENSES)        |  |                                 |         |   |                                |   |         |                                                | 
|Exchange loss                  |  |                                 | –       |   |                                |   | –       |                                                | 
|Loan interest                  |  |                                 | (8,912  | ) |                                |   | (1,278  | )                                              | 
|Gain (loss) on debt settlement |  |                                 | –       |   |                                |   | –       |                                                | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|TOTAL OTHER INCOME (EXPENSES)  |  |                                 | (8,912  | ) |                                |   | (1,278  | )                                              | 
|                               |  |                                 |         |   |                                |   |         |                                                | 
|NET LOSS FOR THE YEAR          |  | $                               | (92,396 | ) |                                | $ | (34,949 | )                                              | 



|BASIC LOSS PER COMMON SHARE                                     |  | $ | (0.00      | ) |  | $ | 0.00       |  |  | $ | (0.00      | ) |  | $ | (0.00      | ) |  |  |  | 
|--------------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- |  |  | - | ---------- | - |  | - | ---------- | - |  |  |  | 
|                                                                |  |   |            |   |  |   |            |  |  |   |            |   |  |   |            |   |  |  |  | 
|WEIGHTED AVERAGE
    NUMBER OF COMMON SHARES OUTSTANDING- BASIC |  |   | 33,540,696 |   |  |   | 33,300,000 |  |  |   | 33,430,106 |   |  |   | 33,300,000 |   |  |  |  | 











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





7









FREEBUTTON, INC.

(A Development Stage
Company)



STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)

FOR THE PERIOD FROM NOVEMBER 27, 2006
(INCEPTION) TO SEPTEMBER 30, 2013

(Unaudited)





|                                                                           |  |  | Common Stock      |   |  |   | Additional |   |  |   | Share            |   |  |   | Deficit Accumulated During the |   |  |  
|-------------------------------------------------------------------------- |  |  | ----------------- | - |  | - | ---------- | - |  | - | ---------------- | - |  | - | ------------------------------ | - |  | -
|                                                                           |  |  | Number of
 shares |   |  |   | Amount     |   |  |   | Paid-in 
Capital |   |  |   | Subscription Receivable        |   |  |  
|Common shares issued for cash – at $0.0000666 per share, December 15, 2006 |  |  | 105,000,000       |   |  | $ | 105,000    |   |  | $ | (98,000          | ) |  |   |                                |   |  |  
|Share subscription receivable                                              |  |  | –                 |   |  |   | –          |   |  |   |                  |   |  |   | (7,000                         | ) |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for the year ended December 31, 2006                              |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2006                                                 |  |  | 105,000,000       |   |  |   | 105,000    |   |  |   | (98,000          | ) |  |   | (7,000                         | ) |  |  
|Subscription received, March 5, 2007                                       |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | 7,000                          |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for the year ended December 31, 2007                              |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2007                                                 |  |  | 105,000,000       |   |  |   | 105,000    |   |  |   | (98,000          | ) |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Common shares issued for cash – at $0.001666 per share                     |  |  | 9,300,000         |   |  |   | 9,300      |   |  |   | 6,200            |   |  |   | –                              |   |  |  
|Common shares issued for cash – at $0.0000666 per share                    |  |  | 45,000,000        |   |  |   | 45,000     |   |  |   | (42,000          | ) |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for the year ended December 31, 2008                              |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2008                                                 |  |  | 159,300,000       |   |  |   | 159,300    |   |  |   | (133,800         | ) |  |   | –                              |   |  |  
|Balance, December 31, 2009                                                 |  |  | 159,300,000       |   |  |   | 159,300    |   |  |   | (133,800         | ) |  |   | –                              |   |  |  
|Net loss for the year ended December 31, 2010                              |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2010                                                 |  |  | 159,300,000       |   |  |   | 159,300    |   |  |   | (133,800         | ) |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for the year ended December 31, 2011                              |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2011                                                 |  |  | 159,300,000       |   |  |   | 159,300    |   |  |   | (133,800         | ) |  |   |                                |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Debt forgiveness by related party (Note 3)                                 |  |  | –                 |   |  |   | –          |   |  |   | 54,742           |   |  |   | –                              |   |  |  
|Shares cancelled – August 15, 2012 (Note 3)                                |  |  | (126,000,000      | ) |  |   | (126,000   | ) |  |   | 126,000          |   |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for the period ended December 31, 2012                            |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|Balance, December 31, 2012                                                 |  |  | 33,300,000        |   |  |   | 33,300     |   |  |   | 46,942           |   |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Common shares issued for services (Note 3)                                 |  |  | 7,000             |   |  |   | 7          |   |  |   | 4,423            |   |  |   | –                              |   |  |  
|Common shares issued for cash at $0.25                                     |  |  | 500,000           |   |  |   | 500        |   |  |   | 124,500          |   |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Net loss for period ended September 30, 2013                               |  |  | –                 |   |  |   | –          |   |  |   | –                |   |  |   | –                              |   |  |  
|                                                                           |  |  |                   |   |  |   |            |   |  |   |                  |   |  |   |                                |   |  |  
|Balance, September 30, 2013 (Unaudited)                                    |  |  | 33,807,000        |   |  | $ | 33,807     |   |  | $ | 175,865          |   |  | $ | –                              |   |  | $







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



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



8







FREEBUTTON, INC.

(A Development Stage
Company)



STATEMENTS OF CASH
FLOWS

(Unaudited)



|                                                                            |  | Nine months ended September 30, 2013 |          |   | Nine months ended September 30, 2012 |   |         | November 27, 2006 (date of inception) to September 30, 2013 | 
|--------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | - | ------- | ----------------------------------------------------------- | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|OPERATING ACTIVITIES                                                        |  |                                      |          |   |                                      |   |         |                                                             | 
|Net loss for the period                                                     |  | $                                    | (254,512 | ) |                                      | $ | (34,467 | )                                                           | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                      |          |   |                                      |   |         |                                                             | 
|Gain on debt settlement                                                     |  |                                      | –        |   |                                      |   | (10,000 | )                                                           | 
|Depreciation expenses                                                       |  |                                      | 709      |   |                                      |   | –       |                                                             | 
|Common stock issued for service                                             |  |                                      | 4,430    |   |                                      |   | –       |                                                             | 
|Changes in operating assets and liabilities:                                |  |                                      |          |   |                                      |   |         |                                                             | 
|(Increase) in accounts receivable                                           |  |                                      | (4,340   | ) |                                      |   |         |                                                             | 
|Increase (decrease) in accounts payables and accrued liabilities            |  |                                      | 24,999   |   |                                      |   | (12,776 | )                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                      | (228,714 | ) |                                      |   | (57,243 | )                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|INVESTING ACTIVITIES                                                        |  |                                      |          |   |                                      |   |         |                                                             | 
|Furniture and Equipment                                                     |  |                                      | (1,933   | ) |                                      |   | (4,122  | )                                                           | 
|Web development costs and acquisitions                                      |  |                                      | –        |   |                                      |   | (8,050  | )                                                           | 
|Goodwill                                                                    |  |                                      | (347,453 | ) |                                      |   | –       |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                      | (349,386 | ) |                                      |   | (12,172 | )                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|CASH FLOW FROM FINANCING ACTIVITIES                                         |  |                                      |          |   |                                      |   |         |                                                             | 
|Proceeds on sale of common stock                                            |  |                                      | 125,000  |   |                                      |   | –       |                                                             | 
|Proceed from issuance of convertible promissory note                        |  |                                      | 120,997  |   |                                      |   | 110,000 |                                                             | 
|Proceed from issuance of long-term note                                     |  |                                      | 371,895  |   |                                      |   |         |                                                             | 
|Payment of long-term note                                                   |  |                                      | (14,451  | ) |                                      |   |         |                                                             | 
|Proceeds from related
    parties                                           |  |                                      | –        |   |                                      |   | 28,400  |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                      | 603,441  |   |                                      |   | 138,400 |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|NET INCREASE (DECREASE) IN CASH                                             |  |                                      | 25,341   |   |                                      |   | 68,985  |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|CASH, BEGINNING                                                             |  |                                      | 21,674   |   |                                      |   | 2       |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|CASH, ENDING                                                                |  | $                                    | 47,015   |   |                                      | $ | 68,987  |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                             | 

SUPPLEMENTAL CASH FLOW INFORMATION



|Cash paid during the period for:            |  |   |       |  |  |   |        |  |  |   |        | 
|------------------------------------------- |  | - | ----- |  |  | - | ------ |  |  | - | ------ | 
|Interest                                    |  | $ | 3,719 |  |  | $ | –      |  |  | $ | –      | 
|                                            |  |   |       |  |  |   |        |  |  |   |        | 
|Income taxes                                |  | $ | –     |  |  | $ | –      |  |  | $ | –      | 
|                                            |  |   |       |  |  |   |        |  |  |   |        | 
|Non-cash investing and financing activities |  |   |       |  |  |   |        |  |  |   |        | 
|Common stock issued for service             |  | $ | 4,430 |  |  | $ | –      |  |  |   | 4,430  | 
|Debt forgiveness of related party           |  | $ | –     |  |  | $ | 54,742 |  |  | $ | 54,742 | 



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



9









FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





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 the approval of 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 no revenues
from its business operations and has incurred operating losses since inception of $455,736. As of September 30, 2013, the Company
has a working capital deficit of $440,889. 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 September 30, 2013 the Company had issued (i) 150,000,000
shares of its common stock to the Company’s founders at $0.0000667 per share for net proceeds of $10,000 to the Company,
(ii) 9,300,000 shares of its common stock in private placements at $0.001666 per share for net proceeds of $15,500 to the Company,
(iii) 100,000 shares of its common stock in private placements at $0.025 per share for net proceeds of $25,000 to the Company and
(iv) 500,000 shares of its common stock in private placements at $0.25 per share for net proceeds of $125,000 to the Company. These
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts,
or amounts and classification of liabilities that might result from this uncertainty.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



Unaudited Financial Statements

The accompanying unaudited financial statements
have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information
and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q. They do not include all information and
footnotes required by GAAP 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, 2012 included in the Company’s
Annual Report on Form 10-K filed with the SEC on April 16, 2013 (the “Form 10-K”). The accompanying unaudited financial
statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of the Company’s
management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2013.



Segmented Reporting

Fair Standards Accounting Board (“FASB”)
Accounting Standards 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 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 Pre-Codification Standard Statement No. 130, “Reporting Comprehensive Income”,establishes
standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September
30, 2013, the Company had 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 GAAP
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.





10







FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





Accounts Receivable

The Company’s account receivables
consist primarily of amounts due for commission earned for the sale of media advertisement or event sponsorship. All accounts receivable
balances due are deemed to be collectible and therefore no allowance for doubtful accounts was recorded as of September 30, 2013.



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 $917.





Website Development Costs/Domain Names

The Company accounts for its development
costs in accordance with 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 ASC 350-50-25 related to accounting for the costs of computer
software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or
expensed.



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



Impairment of Long-Lived Assets

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



Goodwill

Goodwill represents the excess of the cost
of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included
in intangible assets and no amortization is provided. Goodwill is tested annually for impairment.



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.





11





FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





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.



Stock-based Compensation

The Company follows ASC 718-10, “Stock
Compensation”(“ASC 718-10”), which addresses the accounting for transactions in which an entity exchanges
its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services
in share-based payment transactions. ASC 718-10 is a revision to Statement of Financial Accounting Standards (“SFAS”)
No. 123, “Accounting for Stock-Based Compensation”, and supersedes Accounting Principles Board (“APB”)
Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. ASC 718-10
requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards
after the grant date must be recognized. On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive
award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which was approved by the
holders of a majority, or approximately 65%, of the outstanding shares of the Company’s common stock on February 25, 2013.The
2013 Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted
stock and restricted stock units can be awarded. 3,500,000 shares of the Company’s common stock are reserved for issuance
under the 2013 Plan. The term of the 2013 Plan is 10 years from the date of its adoption. As of September 30, 2013 the Company
has issued 7,000 shares of its common stock under the 2013 Plan.



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 Company had shares of the following
class of capital stock issued and outstanding as of September 30, 2013:



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



On December 15, 2006, the Company issued
105,000,000 shares of its common stock at $0.0000666 per share to the sole member of the Board of Directors and President of the
Company for cash proceeds of approximately $7,000.



On May 12, 2008, the Company issued 45,000,000
shares of its common stock at $0.0000666 per share to the sole member of the Board of Directors and President of the Company for
cash proceeds of approximately $3,000.



From August to September, 2008, the Company
issued 9,300,000 shares of its common stock through private placements at $0.001666 per share for net proceeds to the Company of
approximately $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 totaling $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
had 33,300,000 (pre-split 2,220,000) shares of common stock outstanding.



On August 22, 2012, a majority of shareholders
and the Company’s Board of Directors approved a special resolution to undertake a forward split of the common stock of the
Company, exchanging 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.





12







FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





On February 25, 2013, the Company issued
100,000 shares of its common stock 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
a total of 7,000 common shares to one individual and two companies under the 2013 Plan. 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.



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



Equity Incentive Award Plan

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



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



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



NOTE
4 – RELATED PARTY TRANSACTIONS



On December 15, 2006 the Company issued
105,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds
of $7,000. On May 12, 2008 the Company issued 45,000,000 shares of common stock at $0.0000666 per share to its sole director and
President of the Company for cash proceeds of $3,000. During the nine months ending September 30, 2012 the President of the Company
paid outstanding payables owed by the Company of $28,400. On June 26, 2012, the President of the Company forgave all debts owing
to him by the Company for all advances/shareholders loans totaling $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.



As at September 30, 2013, the Company has
a shareholder loan in the amount of $4,072 owed to the President of the Company. The amounts due to the related party are unsecured
and non- interest-bearing with no set terms of repayment.



During the nine month period ended September
30, 2013, the Company paid $99,500 in total to two managers as management fees.



See Note 6 for further discussion of related
party transactions.



NOTE
5 – CONVERTIBLE PROMISSORY NOTE



On August 9, 2012, the Company signed a
Convertible Promissory Note for $110,000, with an interest rate of 8% and a maturity date of August 9, 2013. The issuer of this
Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of
common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity
date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds
in excess of $1,000,000 at a price other than $0.10.





13





FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





On November 20, 2012, the Company signed
a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of May 20, 2013. The maturity date of
this Convertible Promissory Note has been extended to November 20, 2013. The issuer of this Convertible Promissory Note has the
option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion
price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company
has sold its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price other
than $0.10.



On December 13, 2012 the Company signed
a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of June 13, 2013. The maturity date
of this Convertible Promissory Note has been extended to December 12, 2013. The issuer of this Convertible Promissory Note has
the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The
conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note,
the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a
price other than $0.10.



On January 7, 2013 the Company signed a
Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 3, 2013. The issuer of this
Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of
common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity
date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds
in excess of $121,500 at a price other than $0.10.



On March 18, 2013, the Company signed a
Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of September 18, 2013. The issuer of this
Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of
common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity
date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds
in excess of $225,000 at a price other than $0.10.



On April 3, 2013, the Company signed a
Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 2, 2013. The issuer of this
Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of
common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity
date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds
in excess of $121,500 at a price other than $0.10.



On April 25, 2013, the Company signed a
Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of October 25, 2013. The issuer of this
Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of
common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity
date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds
in excess of $225,000 at a price other than $0.10.



On May 24, 2013, the Company signed a Convertible
Promissory Note for $30,000, with an interest rate of 8% and a maturity date of November 24, 2013. The issuer of this Convertible
Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock
of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of
the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess
of $270,000 at a price other than $0.10.



On August 8, 2013, the Company signed a
Convertible Promissory Note for $13,996.50, with an interest rate of 8% and a maturity date of February 14, 2014. The issuer of
this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares
of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the
maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross
proceeds in excess of $125,964 at a price other than $0.10.



Subsequent to the end of the period covered
by the accompanying interim financial statements, on November 4, 2013, the Company signed a consolidation and extension of all
the Company’s existing promissory notes, and the accrued interest thereon as of October 31, 2013. The total amount of the
consolidated promissory note is $285,239.76 (consisting of $265,996.50 in principal and $19,243.26 in accrued interest) with an
interest rate of 8% and maturity date of May 19, 2014. The conversion price per share is $0.10, unless between the date of the
consolidated promissory note and the maturity date of the consolidated promissory note, the Company has sold its capital stock
in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price other than $0.10. In the event
the Company does not pay the outstanding balance due under the consolidated promissory note by May 19, 2014, the interest rate
of the consolidated promissory note will increase to 12% per annum.



14





FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





NOTE
6 – ASSET AND BUSINESS ACQUISITION



On July 11, 2013,
the Company entered into an Assets and Business Acquisition Agreement (the “Acquisition Agreement”) with Media Rhythm
Group, Inc. (“Media Rhythm”) to acquire all of the assets 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 sole 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 present value of
the $420,000 principal balance of the Note is $371,895. The Note shall not bear interest. The Company may at any time prepay all
or part of the unpaid principal balance 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 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 a right of setoff against all or part of the
unpaid and past due payments under the Note or the Acquisition Agreement.



The assets acquired from Media Rhythm are:



|Cash                |  | $ | 6,675   | 
|------------------- |  | - | ------- | 
|Accounts Receivable |  |   | 15,834  | 
|Fixed Assets, net   |  |   | 1,933   | 
|Goodwill            |  |   | 347,453 | 
|                    |  | $ | 371,895 | 





NOTE
7 – LONG-TERM NOTE



|                      |  | September 30, 2013 |         
|--------------------- |  | ------------------ | --------
|Note Payable          |  | $                  | 357,444 
|Less: Current portion |  |                    | (180,833
|                      |  | $                  | 176,611 



As stated in Note
6 above, on July 11, 2013, the Company entered into the Acquisition Agreement with Media Rhythm to acquire the Assets. In connection
with the entry into the Acquisition Agreement, the Company issued the Note. The amount owing is payable in equal monthly installments
in each of 2013, 2014 and 2015 as follows:



| |       |  | Total Payment |  |         | Unrealized Interest |  |  | Principal | 
| | ----- |  | ------------- |  | ------- | ------------------- |  |  | --------- | 
| |       |  | $             |  |         | $                   |  |  | $         | 
| |       |  |               |  |         |                     |  |  |           | 
| | 2013  |  |               |  | 70,669  |                     |  |  | 14,023    | 
| | 2014  |  |               |  | 210,000 |                     |  |  | 28,038    | 
| | 2015  |  |               |  | 139,331 |                     |  |  | 6,044     | 
| |       |  |               |  |         |                     |  |  |           | 
| | Total |  |               |  | 420,000 |                     |  |  | 48,105    | 





15





FREEBUTTON, INC.

(Formerly Secured Window Blinds, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER
30, 2013





NOTE
8 – INCOME TAXES



The Company has adopted the FASB ASCs for
reporting purposes. As of September 30, 2013, the Company had net operating loss carry forwards of approximately $455,736 that
may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is
subject to change of ownership limitations under Section 382 of the Internal Revenue Code of 1986, as amended. Future tax benefits
which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined
not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.





NOTE
9 – SUBSEQUENT EVENTS



Distribution Agreement

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.



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 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.



Convertible Promissory Note

As stated in Note 5 above, subsequent to
the end of the period covered by the accompanying interim financial statements, on November 4, 2013, the Company signed a consolidation
and extension of all the Company’s existing promissory notes, and the accrued interest thereon as of October 31, 2013. The
total amount of the consolidated promissory note is $285,239.76 (consisting of $265,996.50 in principal and $19,243.26 in accrued
interest) with an interest rate of 8% and maturity date of May 19, 2014. The conversion price per share is $0.10, unless between
the date of the consolidated promissory note and the maturity date of the consolidated promissory note, the Company has sold its
capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price other than $0.10.
In the event the Company does not pay the outstanding balance due under the consolidated promissory note by May 19, 2014, the interest
rate of the consolidated promissory note will increase to 12% per annum.





16







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



his Management’s Discussion and
Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative
from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors
that may affect our future results. The following discussion and analysis should be read in conjunction with our 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.



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 in our Current Report on Form
8-K filed with the SEC on October 25, 2013, 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.



Plan of Operations

Subsequent to the period covered by this
Quarterly Report on Form 10-Q, we launched one product, VideoStakes, and we have plans to launch one additional product, FreeButton
Gamification Platform (FGP).



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.





17









FreeButton Gamification Platform (“FGP”)



FGP is a social gaming solution which enables
merchants in the food and beverage and hospitality industries to increase patron dwell times, return visits and loyalty. Location
patrons are able to interact in a digital social, game playing setting with other guests in the same location, playing digital
games of skill for fun and prizes. FGP will be exclusively distributed by Rivalfly pursuant to the Distribution Agreement. The
Company anticipated that FGP will be developed and ready for roll-out in Q1 2014.



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 September 30, 2013
Compared to Three Months Ended September 30, 2012



We did not generate any revenue during
the quarter ended September 30, 2013, and have not generated any revenue since inception on November 27, 2006. Total expenses for
the quarter ended September 30, 2013 were $83,384 resulting in an operating loss of $83,384 as compared to total expenses of $33,671
resulting in an operating loss of $33,671 for the quarter ended September 30, 2012. The increase in total expenses 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. The operating loss for the quarter ended September 30, 2013,
is a result of office and general expenses in the amount of $26,320, management fee of $44,000, marketing expenses of $5,198 and
professional fees in the amount of $7,866 compared to office and general expenses in the amount of $9,686, management fee of $12,000,
marketing expenses of $460 and professional fees in the amount of $11,525 for the quarter ended September 30, 2012. The increase
in each of office and general expenses, management fees, marketing expenses and professional fees 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. For the quarter ended September 30, 2013, we incurred a loan interest of $8,912
as compared to loan interest of $1,278 for the quarter ended September 30, 2012. 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.



Nine Months Ended September 30, 2013
Compared to Nine Months Ended September 30, 2012



We did not generate any revenue during
for the nine months ended September 30, 2013, and have not generated any revenue since inception on November 27, 2006. Total expenses
for the nine months ended September 30, 2013 were $237,829 resulting in an operating loss of $237,829 as compared to total expenses
of $43,189 resulting in an operating loss of $43,189 for the nine months ended September 30, 2012. The increase in total expenses
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. The operating loss for the nine months ended September
30, 2013 is a result of office and general expenses in the amount of $82,596, management fee of $99,500, marketing expenses of
$21,555 and professional fees in the amount of $34,178 as compared to office and general expenses in the amount of $10,841, management
fee of $12,000, marketing expenses of 460 and professional fees in the amount of $19,888 for the nine months ended September 30,
2012. The increase in each of office and general expenses, management fees, marketing expenses and professional fees 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. For the nine months ended September 30, 2013, we incurred
a loan interest of $16,683 as compared to loan interest of $1,278 for the nine months ended September 30, 2012. 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 September 30, 2013, we had $47,015
of cash as compared to $21,674 of cash for the year ended December 31, 2012. We anticipate that our current cash and cash equivalents
and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months.
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of
$444,666. As at September 30, 2013, the Company has a working capital deficit of $440,889.





18







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



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



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



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



Off Balance Sheet Arrangements



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



Recent Accounting Pronouncements



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





ITEM 3. QUALITATIVE
AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



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





ITEM 4. CONTROLS
AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



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



Our management, including our principal
executive officer and principal accounting officer, evaluated the effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of September 30, 2013, 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.





19







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 September 30, 2013, 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 quarter ended September 30, 2013, that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





PART II. OTHER
INFORMATION



ITEM 1. LEGAL PROCEEDINGS



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





ITEM 1A. RISK FACTORS



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





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



On September 13, 2013, the Company issued
100,000 shares of the Company’s commons stock to an investor at a price of $0.25 per share, in exchange for proceeds of $25,000.
The issuance of these shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof
as a transaction by an issuer not involving a public offering.



On September 16, 2013, the Company issued
80,000 shares of the Company’s commons stock to an investor at a price of $0.25 per share, in exchange for proceeds of $20,000.
The issuance of these shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof
as a transaction by an issuer not involving a public offering.



On September 16, 2013, the Company issued
40,000 shares of the Company’s commons stock to an investor at a price of $0.25 per share, in exchange for proceeds of $10,000.
The issuance of these shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof
as a transaction by an issuer not involving a public offering.



On September 16, 2013, the Company issued
80,000 shares of the Company’s commons stock to an investor at a price of $0.25 per share, in exchange for proceeds of $20,000.
The issuance of these shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof
as a transaction by an issuer not involving a public offering.





ITEM 3. DEFAULTS
UPON SENIOR SECURITIES



None.





ITEM 4. MINE SAFETY
DISCLOSURES.



Not applicable.





20







ITEM 5. OTHER INFORMATION



As reported in our Current Report on Form
8-K filed with the SEC on October 25, 2013, which is hereby incorporated herein by this reference, on October 22, 2013, the Company
entered into the Distribution Agreement with Rivalfly, whereby the Company granted exclusive distribution rights to Rivalfly for
its game platform for an initial term of five (5) years.





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* | Exclusive Distribution Agreement, dated October 22, 2013, by and between the Company and Rivalfly
National Network, LLC.
| | ----- | ------------------------------------------------------------------------------------------------------------------------

| | 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.







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: November
19, 2013 | By:             
|                         |                 







22