FREEBUTTON, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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20-5982715
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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(Do not check if a smaller reporting company)
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Smaller reporting company x
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PART I. FINANCIAL INFORMATION | ||
Item 1. |
Financial Statements
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3
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Item 2. |
Management Discussion and Analysis of Financial Condition and Results of operations
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4
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Item 3. |
Qualitative and Quantitative Disclosures About Market Risk
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6
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Item 4. |
Controls And Procedures
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6
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Part II. OTHER INFORMATION |
7
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Item 1. |
Legal Proceedings
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7
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Item 1A. |
Risk Factors
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7
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Item 2. |
Unregistered Sales of Equity Securities and Use Of Proceeds
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7
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Item 3. |
Defaults Upon Senior Securities
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8
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Item 4. |
Mine Safety Disclosures
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8
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Item 5. |
Other Information
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8
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Item 6. |
Exhibits
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8
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BALANCE SHEETS
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F-1 |
STATEMENTS OF OPERATIONS
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F-2 |
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
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F-3 |
STATEMENTS OF CASH FLOWS
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F-4 |
NOTES TO FINANCIAL STATEMENTS
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F-5 |
June 30,
2013
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December 31,
2012
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 2,615 | $ | 21,674 | ||||
Prepaid
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1,344 | - | ||||||
TOTAL CURRENT ASSETS
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3,959 | - | ||||||
OFFICE EQUIPMENT, NET
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3,507 | 3,914 | ||||||
WEB DEVELOPMENT COSTS
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18,845 | 18,845 | ||||||
TOTAL ASSETS
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$ | 26,311 | $ | 44,433 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued liabilities
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$ | 23,953 | $ | 16,343 | ||||
Due to related party (Note 4)
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4,072 | 4,072 | ||||||
Promissory Note (Note 5)
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252,000 | 145,000 | ||||||
TOTAL CURRENT LIABILITIES
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280,025 | 165,415 | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
Capital stock (Note 3)
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||||||||
Authorized
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||||||||
75,000,000 shares of common stock, $0.001 par value,
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||||||||
Issued and outstanding
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||||||||
33,407,000 shares of common stock (December 31, 2012 –33,300,000 )
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33,407 | 33,300 | ||||||
Additional paid-in capital
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76,265 | 46,942 | ||||||
Deficit accumulated during the development stage
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(363,386 | ) | (201,224 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
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(253,714 | ) | (120,982 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | 26,311 | $ | 44,433 |
Three Months Ended
June 30
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Six Months Ended
June 30
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November 27, 2006 (inception) to June 30,
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||||||||||||||||||
2013
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2012
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2013
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2012
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2013
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||||||||||||||||
REVENUE
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
EXPENSES
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||||||||||||||||||||
Office and general
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$ | 33,440 | $ | 1,022 | $ | 56,276 | $ | 1,156 | $ | 94,005 | ||||||||||
Management fees
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22,500 | - | 55,500 | - | 100,500 | |||||||||||||||
Marketing expenses
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5,790 | - | 16,357 | - | 27,242 | |||||||||||||||
Professional fees
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4,488 | 3,862 | 26,312 | 8,362 | 139,535 | |||||||||||||||
TOTAL EXPENSES
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66,218 | 4,884 | 154,445 | 9,518 | 361,282 | |||||||||||||||
NET OPERATING LOSS:
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(66,218 | ) | (4,884 | ) | (154,445 | ) | (9,518 | ) | (361,282 | ) | ||||||||||
OTHER INCOME (EXPENSES)
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||||||||||||||||||||
Exchange loss
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- | - | - | - | (620 | ) | ||||||||||||||
Loan interest
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(4,511 | ) | - | (7,717 | ) | - | (11,484 | ) | ||||||||||||
Gain (loss) on debt settlement
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- | 10,000 | - | 10,000 | 10,000 | |||||||||||||||
TOTAL OTHER INCOME (EXPENSES)
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(4,511 | ) | 10,000 | (7,717 | ) | 10,000 | (2,104 | ) | ||||||||||||
NET LOSS FOR THE YEAR
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$ | (70,729 | ) | $ | 5,116 | $ | (162,162 | ) | $ | 482 | $ | (363,386 | ) |
BASIC LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | 0.00 | |||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC
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33,407,000 |
159,300,000
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33,373,895
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159,300,000
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Common Stock
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Additional
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Share
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Deficit Accumulated During the
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|||||||||||||||||||||
Number of
shares |
Amount
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Paid-in
Capital |
Subscription Receivable
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Development
Stage |
Total
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|||||||||||||||||||
Common shares issued for cash –
at $0.0000666 per share, December 15, 2006
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105,000,000 | $ | 105,000 | $ | (98,000 | ) | $ | 7,000 | ||||||||||||||||
Share subscription receivable
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- | - | (7,000 | ) | (7,000 | ) | ||||||||||||||||||
Net loss for the year ended December 31, 2006
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- | - | - | - | (953 | ) | (953 | ) | ||||||||||||||||
Balance, December 31, 2006
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105,000,000 | 105,000 | (98,000 | ) | (7,000 | ) | (953 | ) | (953 | ) | ||||||||||||||
Subscription received, March 5, 2007
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- | - | - | 7,000 | - | 7,000 | ||||||||||||||||||
Net loss for the year ended December 31, 2007
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- | - | - | - | (7,739 | ) | (7,739 | ) | ||||||||||||||||
Balance, December 31, 2007
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105,000,000 | 105,000 | (98,000 | ) | - | (8,692 | ) | (1,692 | ) | |||||||||||||||
Common shares issued for cash –
at $0.001666 per share
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9,300,000 | 9,300 | 6,200 | - | - | 15,500 | ||||||||||||||||||
Common shares issued for cash –
at $0.0000666 per share
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45,000,000 | 45,000 | (42,000 | ) | - | - | 3,000 | |||||||||||||||||
Net loss for the year ended December 31, 2008
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- | - | - | - | (16,944 | ) | (16,944 | ) | ||||||||||||||||
Balance, December 31, 2008
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159,300,000 | 159,300 | (133,800 | ) | - | (25,636 | ) | (136 | ) | |||||||||||||||
Balance, December 31, 2009
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159,300,000 | 159,300 | (133,800 | ) | - | (46,584 | ) | (21,084 | ) | |||||||||||||||
Net loss for the year ended December 31, 2010
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- | - | - | - | (19,650 | ) | (19,650 | ) | ||||||||||||||||
Balance, December 31, 2010
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159,300,000 | 159,300 | (133,800 | ) | - | (66,234 | ) | (40,734 | ) | |||||||||||||||
Net loss for the year ended December 31, 2011
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- | - | - | - | (18,249 | ) | (18,249 | ) | ||||||||||||||||
Balance, December 31, 2011
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159,300,000 | 159,300 | (133,800 | ) | (84,483 | ) | (58,983 | ) | ||||||||||||||||
Debt forgiveness by related party (Note 3)
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- | - | 54,742 | - | - | 54,742 | ||||||||||||||||||
Shares cancelled – August 15, 2012
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||||||||||||||||||||||||
(Note 3)
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(126,000,000 | ) | (126,000 | ) | 126,000 | - | - | - | ||||||||||||||||
Net loss for the period ended December 31, 2012
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- | - | - | - | (116,741 | ) | (116,741 | ) | ||||||||||||||||
Balance, December 31, 2012
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33,300,000 | 33,300 | 46,942 | - | (201,224 | ) | (120,982 | ) | ||||||||||||||||
Common shares issued for cash at $0.25
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100,000 | 100 | 24,900 | - | 25,000 | |||||||||||||||||||
Common shares issued for services (Note 3)
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7,000 | 7 | 4,423 | - | - | 4,430 | ||||||||||||||||||
Net loss for period ended June 30, 2013
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- | - | - | - |
(162,162
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) |
(162,162
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) | ||||||||||||||||
Balance, June 30, 2013 (Unaudited)
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33,407,000 | $ | 33,407 | $ | 76,265 | $ | - | $ |
(363,386
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) | $ |
(253,714
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) |
Six months
ended
June 30,
2013
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Six months
ended
June 30,
2012
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November 27, 2006 (date of inception) to June 30,
2013
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||||||||||
OPERATING ACTIVITIES
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||||||||||||
Net loss for the period
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$ | (162,162 | ) | $ | 482 | $ | (363,386 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
Gain on debt settlement
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- | (10,000 | ) | (10,000 | ) | |||||||
Depreciation expenses
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407 | - | 615 | |||||||||
Common stock issued for service
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4,430 | - | 4,430 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Increase (decrease) in Accounts payables and accrued liabilities
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7,610 | (18,884 | ) | 33,953 | ||||||||
Prepaid expenses
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(1,344 | ) | - | (1,344 | ) | |||||||
NET CASH USED IN OPERATING ACTIVITIES
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(151,059 | ) | (28,402 | ) | (335,732 | ) | ||||||
INVESTING ACTIVITIES
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||||||||||||
Furniture and Equipment
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- | - | (4,122 | ) | ||||||||
Web development costs and acquisitions
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- | - | (18,845 | ) | ||||||||
NET CASH USED IN INVESTING ACTIVITIES
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- | - | (22,967 | ) | ||||||||
CASH FLOW FROM FINANCING ACTIVITIES
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||||||||||||
Proceeds on sale of common stock
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25,000 | - | 50,500 | |||||||||
Proceed from issuance of convertible promissory note
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107,000 | - | 252,000 | |||||||||
Proceeds from related parties
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- | 28,400 | 58,814 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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132,000 | 28,400 | 361,314 | |||||||||
NET INCREASE (DECREASE) IN CASH
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(19,059 | ) | (2 | ) | 2,615 | |||||||
CASH, BEGINNING
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21,674 | 2 | - | |||||||||
CASH, ENDING
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$ | 2,615 | $ | - | $ | 2,615 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
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||||||||||||
Cash paid during the period for:
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||||||||||||
Interest
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$ | - | $ | - | $ | - | ||||||
Income taxes
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$ | - | $ | - | $ | - | ||||||
Non-cash investing and financing activities
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||||||||||||
Common stock issued for service
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$ | 4,430 | $ | - | 4,430 | |||||||
Debt forgiveness of related party
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$ | - | $ | 54,742 | $ | 54,742 |
JUNE 30, 2013
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JUNE 30, 2013
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Office equipment
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5 years
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JUNE 30, 2013
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-
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Common stock $0.001 par value: 75,000,000 shares authorized: 33,407,000 shares issued and outstanding.
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JUNE 30, 2013
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JUNE 30, 2013
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JUNE 30, 2013
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●
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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.
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●
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The Company’s disclosure controls and procedures do not provide adequate segregation of duties;
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●
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The Company does not have effective controls over period end financial disclosure and reporting processes.
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10.1†
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Assets and Business Acquisition Agreement between the Company and Media Rhythm, dated July 11, 2013, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 1, 2013.
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31.1
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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
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32.1*
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Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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FreeButton, Inc.
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Dated: August 14, 2013
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By:
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/s/ James Edward Lynch, Jr.
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James Edward Lynch, Jr.
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President, Chief Executive Officer and Secretary
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(Duly Authorized Officer, Principal Executive Officer and Principal Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of FreeButton Inc.;
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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||
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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By:
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/s/ James Edward Lynch, Jr.
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James Edward Lynch, Jr.
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President and Chief Executive Officer
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(Principal Executive Officer and Principal Accounting Officer)
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(1)
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the quarterly report on Form 10-Q of FreeButton Inc. for the quarter ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FreeButton, Inc.
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Dated: August 14, 2013
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|||
By:
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/s/ James Edward Lynch, Jr.
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James Edward Lynch, Jr.
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|||
President and Chief Executive Officer
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|||
(Principal Executive Officer and Principal Accounting Officer)
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Nature of Operations and Basis of Presentation (Details) (USD $)
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1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 79 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2006
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Mar. 31, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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Dec. 31, 2009
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Dec. 31, 2008
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Dec. 31, 2007
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Jun. 30, 2013
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Feb. 25, 2013
Private Placement [Member]
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Jun. 30, 2013
Private Placement [Member]
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Aug. 31, 2008
Private Placement [Member]
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Jun. 30, 2013
Private Placement One [Member]
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|
Nature of Operations and Basis of Presentation (Textual) | ||||||||||||||||
Shares issued to founders for cash | 150,000,000 | 9,300,000 | 100,000 | |||||||||||||
Per share value of shares issued to founders | $ 0.0000667 | $ 0.25 | $ 0.001666 | $ 0.001666 | $ 0.025 | |||||||||||
Value of shares issued to founders for cash | $ 10,000 | $ 15,500 | $ 25,000 | |||||||||||||
Net Loss | (953) | (70,729) | 5,116 | (162,162) | 482 | (116,741) | (18,249) | (19,650) | (16,944) | (7,739) | (363,386) | |||||
Working capital deficit | $ 276,066 | $ 276,066 |
Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 79 Months Ended | ||
---|---|---|---|---|---|
Mar. 31, 2013
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Jun. 30, 2012
|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
|
|
Statements Of Operations [Abstract] | |||||
REVENUE | |||||
EXPENSES | |||||
Office and general | 33,440 | 1,022 | 56,276 | 1,156 | 94,005 |
Management fees | 22,500 | 55,500 | 100,500 | ||
Marketing expenses | 5,790 | 16,357 | 27,242 | ||
Professional fees | 4,488 | 3,862 | 26,312 | 8,362 | 139,535 |
TOTAL EXPENSES | 66,218 | 4,884 | 154,445 | 9,518 | 361,282 |
NET OPERATING LOSS: | (66,218) | (4,884) | (154,445) | (9,518) | (361,282) |
OTHER INCOME (EXPENSES) | |||||
Exchange loss | (620) | ||||
Loan interest | (4,511) | (7,717) | (11,484) | ||
Gain (loss) on debt settlement | 10,000 | 10,000 | 10,000 | ||
TOTAL OTHER INCOME (EXPENSES) | (4,511) | 10,000 | (7,717) | 10,000 | (2,104) |
NET LOSS FOR THE YEAR | $ (70,729) | $ 5,116 | $ (162,162) | $ 482 | $ (363,386) |
BASIC LOSS PER COMMON SHARE | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC | 33,407,000 | 159,300,000 | 33,373,895 | 159,300,000 |
Stockholders' Equity/Deficit
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
|||
Stockholders' Equity Deficit [Abstract] | |||
STOCKHOLDERS' EQUITY/DEFICIT | NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT
The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of June 30, 2013.
On December 15, 2006, the Company issued 105,000,000 common shares at $0.0000666 per share to the sole director and President of the Company for cash proceeds of $7,000.
On May 12, 2008, the Company issued 45,000,000 common shares at $0.0000666 per share to the sole director and President of the Company for cash proceeds of $3,000.
From September to August, 2008, the Company issued 9,300,000 shares through private placements at $0.001666 per share for net proceeds to the Company of $15,500.
On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totalling $54,742. All these sums are reflected as a credit to additional-paid-in-capital.
On August 15, 2012, two shareholders of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation the Company now has 33,300,000 (pre-split 2,220,000 shares of common stock outstanding.
On August 22, 2012 a majority of shareholders and the directors approved a special resolution to undertake a forward split of the common stock of the Company on a 15 new shares for 1 old share, which was effected on October 1, 2012, increasing the outstanding shares from 2,220,000 to 33,300,000.
On February 25, 2013, the Company issued 100,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $25,000.
On February 25, 2013 the Company issued under the 2013 Plan a total of 7,000 common shares to one individual and two companies. Total value received for services rendered was $4,430 (refer Equity Incentive Award Plan)
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. |
Subsequent Events (Details) (USD $)
|
1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | |
---|---|---|---|---|---|---|---|---|
Dec. 31, 2006
|
Jun. 30, 2013
|
Dec. 31, 2008
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Feb. 25, 2013
Private Placement [Member]
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Jun. 30, 2013
Private Placement [Member]
|
Aug. 31, 2008
Private Placement [Member]
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Jul. 11, 2013
Subsequent Event [Member]
Installment
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Jul. 11, 2013
Subsequent Event [Member]
Private Placement [Member]
|
|
Subsequent Events (Textual) | ||||||||
Asset purchase price | $ 420,000 | |||||||
Number of installment for payment of asset purchase price | 24 | |||||||
Business combination, payment obligation description | The Company's payment obligation may become accelerated upon certain events of default, including failure to make past due payment within ten (10) days of a written notice from the holder, failure to cure any involuntary insolvency or bankruptcy proceeding within ninety (90) days of the commencement of such proceeding, and filing of any voluntary bankruptcy or insolvency proceeding. | |||||||
Shares issued in private placement | 100,000 | 9,300,000 | 100,000 | |||||
Per share value of shares | $ 0.0000667 | $ 0.25 | $ 0.001666 | $ 0.001666 | $ 0.25 | |||
Value of shares issued in private placement | $ 7,000 | $ 3,000 | $ 25,000 | $ 15,500 | $ 25,000 |
Summary of Significant Accounting Policies (Details) (Office equipment [Member])
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Office equipment [Member]
|
|
Estimated useful lives of the plant and equipment | |
Estimated useful lives | 5 years |
Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) (USD $)
|
1 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2006
|
Dec. 31, 2008
|
|
Statement Of Stockholders' Equity (Deficit) [Abstract] | ||
Common shares issued for cash price per share | $ 0.0000666 | $ 0.0000666 |
Common shares issued for cash price per share one | $ 0.001666 |
Nature of Operations and Basis of Presentation
|
6 Months Ended |
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Jun. 30, 2013
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Nature Of Operations and Basis Of Presentation [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. On September 28, 2012, the Company with a majority of the shareholders and directors changed its name from Secured Window Blinds, Inc. to Freebutton, Inc.
Freebutton, Inc. has ceased the business of offering window blind system products and now intends to operate, through “TheFreeButton.com”, as an instant-win promotion online site where users can click the “Free Button” to instantly win the products offered on the Company’s homepage without entering their email.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $363,386. As at June 30, 2013, the Company has a working capital deficit of $276,066. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of June 30, 2013 the Company has issued 150,000,000 founders shares at $0.0000667 per share for net proceeds of $10,000 to the Company and 9,300,000 private placement shares at $0.001666 per share for net proceeds of $15,500 and 100,000 private placement shares at $0.025 per share for net proceeds of $25,000 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.
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Related Party Transactions
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6 Months Ended |
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Jun. 30, 2013
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Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS
On December 15, 2006 the Company issued 105,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 45,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $3,000. During the nine months ending September 30, 2012 the President of the Company paid outstanding payables owed by the Company of $28,400. On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totalling $54,742. All these sums are reflected as a credit to additional-paid-in-capital.
On August 15, 2012, two shareholder of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation, as of December 31, 2012 there was 33,300,000 (pre-split 2,220,000) shares of common stock outstanding.
As at June 30, 2013 the Company has a shareholders 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 six month period ended June 30, 2013, the Company paid $55,500 in total to two managers as management fees. |
Summary of Significant Accounting Policies
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6 Months Ended | ||||
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Jun. 30, 2013
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Summary Of Significant Accounting Policies [Abstract] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
Segmented Reporting
FSAB ASC 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.
Comprehensive Loss
“Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Use of Estimates and Assumptions Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
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 codification 350-50-25 related to accounting for the costs
of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed.
Pursuant to ASC 360, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. Domain names are generally not amortized. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized.
Impairment of Long-Lived Assets
Long-lived assets, such as property and domain names and website development costs are reviewed for impairment when recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expecting an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset
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:
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 $615.
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.
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", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which has been approved by a majority, or approximately 65% of outstanding shareholders of the Company on February 25, 2013.The new plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. The 2013 Plan’s initial share reservation will be 3,500,000 shares. The term of the plan is for 10 years from the date of its adoption. As of June 30, 2013 the Company has issue 7,000 common shares. (Refer Note 3)
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. |