0001019687-14-000357.txt : 20140204 0001019687-14-000357.hdr.sgml : 20140204 20140203180125 ACCESSION NUMBER: 0001019687-14-000357 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREEBUTTON, INC. CENTRAL INDEX KEY: 0001432290 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 205982715 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54009 FILM NUMBER: 14569385 BUSINESS ADDRESS: STREET 1: 545 SECOND STREET, #4 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: 760-487-7772 MAIL ADDRESS: STREET 1: 545 SECOND STREET, #4 CITY: ENCINITAS STATE: CA ZIP: 92024 FORMER COMPANY: FORMER CONFORMED NAME: Secure Window Blinds, Inc. DATE OF NAME CHANGE: 20080414 10-Q/A 1 freebutton_10qa2.htm FORM 10-Q AMENDMENT NO. 2

 

 

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,
2013

 
                
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)

     

 

EX-31.1 2 freebutton_10qa2-ex3101.htm CERTIFICATION OF 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)

EX-32.1 3 freebutton_10qa2-ex3201.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO

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)