U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended September 30, 2013 |
¨ | 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) |
(IRS 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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x
As of November 15, 2013, the registrant had 33,844,260 shares of common stock, $0.001 par value, outstanding.
EXPLANATORY NOTE
This Amendment No. 2 to the Quarterly Report on Form 10-Q (“Amendment No. 2”) amends the Quarterly Report of Freebutton, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2013, and an amended by that certain Amendment No. 1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 25, 2013 (collectively, the “Original Filing”). This Amendment No. 2 is being filed solely for the purpose of correcting the form of presentation of the Company’s Statements of Cash Flows therein. No other changes have been made to the Original Filing.
The Company has not updated the information contained herein for events occurring subsequent to November 19, 2013, the filing date of the Original Filing.
1 |
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
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, | ||||||||||
OPERATING ACTIVITIES | ||||||||||||
Net loss for the period | $ | (254,512 | ) | $ | (34,467 | ) | $ | (455,736 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Gain on debt settlement | – | (10,000 | ) | (10,000 | ) | |||||||
Depreciation expenses | 709 | – | 917 | |||||||||
Common stock issued for service | 4,430 | – | 4,430 | |||||||||
Interest expense for long-term note | 3,719 | 3,719 | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) in accounts receivable | – | – | ||||||||||
Increase (decrease) in accounts payables and accrued liabilities | 24,998 | (12,776 | ) | 55,413 | ||||||||
NET CASH USED IN OPERATING ACTIVITIES | (220,656 | ) | (57,243 | ) | (401,257 | ) | ||||||
INVESTING ACTIVITIES | ||||||||||||
Furniture and Equipment | – | (4,122 | ) | (4,122 | ) | |||||||
Web development costs and acquisitions | – | (8,050 | ) | (18,845 | ) | |||||||
Goodwill | – | – | – | |||||||||
NET CASH USED IN INVESTING ACTIVITIES | – | (12,172 | ) | (22,967 | ) | |||||||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||||||||
Proceeds on sale of common stock | 125,000 | – | 146,428 | |||||||||
Proceed from issuance of convertible promissory note | 120,997 | 110,000 | 265,997 | |||||||||
Proceed from issuance of long-term note | – | |||||||||||
Payment of long-term note | – | |||||||||||
Proceeds from related parties | – | 28,400 | 58,814 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 245,997 | 138,400 | 471,239 | |||||||||
NET INCREASE (DECREASE) IN CASH | 25,341 | 68,985 | 47,015 | |||||||||
CASH, BEGINNING | 21,674 | 2 | – | |||||||||
CASH, ENDING | $ | 47,015 | $ | 68,987 | $ | 47,015 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for: | ||||||||||||
Interest | $ | 3,719 | $ | – | $ | – | ||||||
Income taxes | $ | – | $ | – | $ | – | ||||||
Non-cash investing and financing activities | ||||||||||||
Promissory note issued for assets and business acquisition | $ | 371,895 | $ | 371,895 | ||||||||
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FREEBUTTON, INC. | ||
February 3, 2014 | By: | /s/ James Edward Lynch, Jr. |
James Edward Lynch, Jr. President, Chief Executive Officer and Secretary (Duly Authorized Officer, Principal Executive Officer and Principal Accounting Officer) | ||
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Edward Lynch, Jr., certify that:
1. | I have reviewed this quarterly report on Form 10-Q, as amended, of FreeButton Inc.; |
2. | 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; |
3. | 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; |
4. | I am 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: |
(a) | 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; | |
(b) | 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; |
(c) | 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 | |
(d) | 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 |
5. | I have disclosed, based on my 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): |
(a) | 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 |
(b) | 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. |
Date: February 3, 2014
By: | /s/ James Edward Lynch, Jr. | |
James Edward Lynch, Jr. | ||
President and Chief Executive Officer | ||
(Principal Executive Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James Edward Lynch, Jr., President and Chief Executive Officer of FreeButton, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | the quarterly report on Form 10-Q of FreeButton Inc. for the quarter ended September 30, 2013, as amended (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FreeButton, Inc. |
Dated: February 3, 2014 |
By: | /s/ James Edward Lynch, Jr. | |
James Edward Lynch, Jr. | ||
President and Chief Executive Officer | ||
(Principal Executive Officer and Principal Accounting Officer) |