UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 20132014

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 No. 000-54009

 

FREEBUTTON,A1 GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

20-5982715

(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

 

7040 Avenida Encinas,
Suite 104-159
Carlsbad, CA 92011

(Address of principal executive offices, Zip Code)
 

545 Second Street., #6
Encinitas, CA 92024

(Former address of principal executive offices, Zip Code)

 

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

 

Securities registered pursuant to Section 12(b) of the Exchange Act:None.

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

Common stock, par value $0.001 per share.

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes p[_] No x[X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes p[_] No x[X]

 

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[X] No p[_]

 

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[X] No p[_]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x[_]

 

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 filerp[_]Accelerated filerp[_]
Non-accelerated filer
(Do not check if a smaller reporting company)
p[_]Smaller reporting companyx[X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes p[_] No x[X]

 

The aggregate market value of the registrant’s common stock, par value $0.001 per share, held by non-affiliates of the registrant, based on the closing price of the common stock as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $0.$3,598,525.

 

As of April 11, 2014,March 26, 2015, the registrant had 33,844,26034,168,260 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

 
 

FREEBUTTON,

A1 GROUP, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page

Page
PART I1
ITEM 1.BUSINESS1
ITEM 1A.RISK FACTORS56
ITEM 1B.UNRESOLVED STAFF COMMENTS56
ITEM 2.PROPERTIES56
ITEM 3.LEGAL PROCEEDINGS56
ITEM 4.MINE SAFETY DISCLOSURES56
PART II57
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES57
ITEM 6.SELECTED FINANCIAL DATA68
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS68
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK810
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA810
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE911
ITEM 9A.CONTROLS AND PROCEDURES911
ITEM 9B.OTHER INFORMATION1012
PART III1013
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE1013
ITEM 11.EXECUTIVE COMPENSATION1214
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS1315
ITEM 13.CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEINDEPENDENCE.1416
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESSERVICES.1516
PART IV1617
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES1817

 

ii
 

Use of Certain Defined Terms

 

Except as otherwise indicated by the context, references in this report to “FreeButton”“A1 Group”, “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of FreeButton,A1 Group, Inc.

 

Forward-Looking Statements

 

This Annual Report on Form 10-K 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, or 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. 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

 

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.

 

iii
 

PART I

 

ITEM 1.BUSINESS

 

Business Overview

 

FreeButton,We are an electronic cigarette company with Internet sales and kiosk locations in the greater Miami area through our fully owned subsidiary A1 Vapors, Inc., which was incorporated in April 2012 as a Florida Corporation. A1 Vapors is a developer of Internet-based, immersive advertisingproduct development and marketing solutions for businesses.company catering to the electronic vapor cigarette and accessories industry. A1 Vapors offers a variety of options to choose from to appeal to all smokers including a diverse selection of devices and flavors.

 

We operate VideoStakes.com,“Electronic cigarettes” or “e-cigarettes” and “vaporizers” are battery-powered products that enable users to inhale nicotine vapor without smoke, tar, ash, or carbon monoxide. Electronic cigarettes look like traditional cigarettes and, regardless of their construction are comprised of three functional components:

·A mouthpiece, which is a small plastic cartridge that contains a liquid nicotine solution;
·The heating element that vaporizes the liquid nicotine so that it can be inhaled; and
·The electronics, which include: a lithium-ion battery, an airflow sensor, a microchip controller and an LED which illuminates to indicate use.

When a b2buser draws air through the electronic cigarette and b2c consumer engagementor vaporizer, the air flow is detected by a sensor, which activates a heating element that vaporizes the solution stored in the mouthpiece/cartridge, the solution is then vaporized and social sharing platform,it is this vapor that is inhaled by the user. The cartridge contains either a nicotine solution or a nicotine free solution, either which incentivizes Internet users with prizes to engage in brand video content and share it though social networks.may be flavored.

 

Additionally, we offer digitalThe Company was engaged in the business of operating sweepstakes websites featuring free giveaways of premier consumer products to users who participated in online games. Prior to this the Company was offering window blind system products and internet consulting services assisting customersceased such operation upon the consummation of a change of control of the Company in optimizing content. We specialize in search engineAugust 2012. Since August 2012, and until mid-August 2014, management had been building the Company to be a platform for marketing and optimization, display advertising social media marketing, affiliate programsinitiatives and networks, site optimization, email programsa marketplace for consumer products. On August 14, 2014 the Company entered into a Share Exchange Agreement with A-1 Vapors, Inc. as reported in our Current Report on Form 8-K filed with the Securities and analytics.Exchange Commission (“SEC”) on August 22, 2014 (the “August 2014 Form 8-K”). The Company is now involved in the electronic cigarette retail market.

The Company has filed an Amendment to the Articles of Incorporation as reported in the 8-K file on January 16, 2015 requesting the state of Nevada and FINRA change its name from “FreeButton, Inc.” to the new name “A1 Group, Inc.” All of the Company’s filings will reflect the new name when the process is completed with the state and federal agencies.

 

Corporate History

 

We wereThe 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. UponOn September 28, 2012, the consummationCompany with a majority of a change of control as described below, we ceased our business of offering our window blind system products,the shareholders and we now operate the business of Internet-based, immersive advertising and marketing solutions for businesses. According to the filings it made with the U.S. Securities and Exchange Commission (the “Commission”), our predecessor, Securedirectors changed its name from Secured Window Blinds, Inc. never generated revenueto Freebutton, Inc. On June 23, 2014 a majority of the shareholders and wasdirectors and on November 23, 2014 changed its name from Freebutton, Inc. to A1 Group, Inc.

A1 Group, Inc. is now a shell company.product development and marketing company catering to the electronic vapor cigarette and accessories industry.

 

Recent Developments

 

Change of Control

On May 23, 2014, FreeButton, Inc. (now known as A1 Group, Inc.) entered into an Exchange Agreement with A-1 Vapors, Inc., to acquire A-1 Vapors. The transaction contemplated by the Exchange Agreement was consummated on August 2, 2012,14, 2014. As reported in our From 8-K filed with the SEC on August 22, 2014, the Company entered into a Stock PurchaseShare Exchange Agreement (the “Agreement”‘Share Exchange Agreement”) by and amongwhich resulted in a Reverse Takeover with selling stockholders named in the prospectus, pursuant to which the Company Anthony Pizzacalla,offered and sold an aggregate of 21,000,000 shares of common stock to all the stockholders of A-1 Vapors,, Inc., a former stockholderFlorida corporation (“A-1 Vapors”), incorporated in the State of Florida, on April 26, 2012. The acquisition has been treated as a recapitalization of Freebutton, Inc. (now known as A1 Group, Inc.), with A1 Vapors, Inc. as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the consummation of the Share Exchange Agreement A-1 Vapors became a wholly-owned subsidiary of the Company James Edward Lynch, Jr. and Dallas James Steinbergerthe electronic cigarette business of A-1 Vapors is now the primary business of the Company.

A1 Group, Inc., (formerly known as Freebutton, Inc.) and through its wholly owned subsidiary A-1 Vapors Inc., is a product development and marketing company catering to the electronic cigarette and accessory industry, with internet sales and multiple kiosk retail locations in the Miami area. Bruce Storrs, Chairman, President, Chief Executive Officer, Treasurer, Secretary, Director and Andy Diaz Chief Operating Officer, Director of the Company, and are the sole shareholders’ of A1 Vapors, Inc.

As a result of the Share Exchange Agreement, Bruce Storrs and Andy Diaz became the majority shareholders and became the principal officers and directors of the Company.

As reported in our Form 8-K file with the SEC on May 14, 2014, on April 11, 2014 the Company entered into a Binding Letter of Intent (“LOI”) to acquire A1 Vapors, Inc. a product development and marketing firm catering to the electronic vapor cigarette industry. Under the terms of the LOI the Company will purchase all of the issued and outstanding capital stock of A1 pursuant to which Mr. Pizzacalla solda definitive agreement to Messrs. Lynch and Steinberger an aggregate of 10,000,000be entered into between the parties. Consideration for the purchase will be approximately 21 million restricted shares of the Company’s common stock which constituted 94% of the Company’s then-outstanding common stock, in exchange for payment by Messrs. Lynch and Steinberger in an amount of $10,000. Under the Agreement, Mr. Lynch and Mr. Steinberger each purchased 5,000,000 shares of the Company’s common stock, respectively.

Name Change and Symbol Change

On September 6, 2012, we filed a Certificate of Amendment to our Articles of Incorporation (the “First Amendment”) to change our name from “Secure Window Blinds, Inc.” to “The Free Button, Inc.” On September 11, 2012, the Company filed a Certificate of Correction to the First Amendment (the “Corrected Amendment”) to correct its name from “The Free Button, Inc.” to “FreeButton, Inc.” (the “Name Change”). The Corrected Amendment took effect as of September 11, 2012.

On September 24, 2012, the Company received approval by the Financial Industry Regulatory Authority (FINRA) for its name change and forward split, as further described below. In connection with the name change, the Company changed its trading symbol from “SCWB” to “FBTN” (the “Symbol Change”). The Name Change and Symbol Change were announced on September 28, 2012.

Forward Split

On September 26, 2012, the Company’s Board of Directors (the “Board”) approved a 15-to-1 forward split of the Company’s issued and outstanding shares (the “Forward Split”). We received approval of the Forward Split from FINRA on September 24, 2012 and the Forward Split was announced on September 25, 2012.

1

Our Websites

We currently have two operating websites, VideoStakes.com and FreeButtonInc.com.

VidoeStakes.com

VideoStakes.com is a B2B engagement and social sharing platform, which incentivizes Internet users to engage in brand video content and share it through social networks.

VideoStakes.com enables brands to leverage existing advertising campaigns and drive traffic to targeted online destinations where users engage in entertaining media and content, earning the chance to win prizes. If the user shares the content through their social networks, their chances for winning increase. VideoStakes.com offers an alternative to banner advertising, which is prolific on the Internet, and offers brands an effective way to engage consumers.

In addition, VideoStakes.com delivers monthly analytics to its clients including without limitation user and usage data, entry data, social network sharing data, and unique users from Facebook and Twitter. VideoStakes.com programs carry a monthly usage fee. FreeButton has launched VideoStakes.com with an action sports industry brand client whose goals are to increase video engagement and social brand sharing.

FreeButtonInc.com

FreeButtonInc.com is our corporate website. Potential customers utilize this site to learn what we do, about us, find investor information and contact us.

How We Generate Revenue

We have just started to generate revenue via our VidoeStakes.com platform. We plan to generate revenue through partner engagement programs and expect to utilize the additional revenue sources to grow marketing and awareness. We generated $5,000.00 of revenue in the fourth quarter of 2013 via a test on VideoStakes and plan continue to market this product for fee-based usage.

We previously operated an additional website, www.freebutton.com which we ceased operating on November 15, 2013. In connection with the operation of Freebutton.com, we donated $0.01 per user attempt to a charitable organization. In total, we donated approximately $500.00 to the Mauli Ola Foundation.

stock. As previously reported in our Current Report on Form 8-K8-k filed on August 1, 2013, On July 11, 2013, weMay 27, 2014, on May 23, 2014 FreeButton (now known as A1 Group, Inc.) entered into an Assets and Business Acquisition Agreementexchange agreement (the “Acquisition“Exchange Agreement”) with Media RhythmA1 Vapors. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors received 21,000,000 newly-issued shares of Free Button’s (now known as A1 Group, Inc. (“Media Rhythm”) to acquireCommon Stock (now known as A1 Group, Inc.) in exchange for all of A1 Vapor’s outstanding Common Stock. On August 22, 2014, the assets in connection to the business21,000,000 shares were issued and A1Vapors, Inc. became a wholly-owned subsidiary 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”A1 Group Inc. (formerly FreeButton Inc.). 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. The Note shall bear no interest. The Company may at any time prepay all or part of the unpaid principal of the Note. The Company’s payment obligation may become accelerated upon certain events of default, including failure to make past due payment within ten (10) days of a written notice from the holder, failure to cure any involuntary insolvency or bankruptcy proceeding within ninety (90) days of the commencement of such proceeding, and filing of any voluntary bankruptcy or insolvency proceeding. Media Rhythm is entitled to the right of setoff against all or part of the unpaid and past due payments under the Note or the Acquisition Agreement.

2

The foregoing description of the acquisition of the AssetsLOI does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement and the Note, copiesLOI, a copy of which areis filed as Exhibit 10.210.3 to this reportAnnual Report on Form 10-K and incorporated herein by reference.

Subsequently, and as previously reported in the Company’s Current Report on Form 8-K filed on March 28, 2014, on March 5, 2014, the Company and Media Rhythm entered into an Asset Purchase Agreement (the “Second Agreement”), whereby the Company sold, transferred and assigned to Media Rhythm all of the assets, rights and interests owned by the Company related to its marketing and advertising business that primarily caters to sports media such as magazines and websites, including all business names, trade names, logos, copyrights, trademarks and other intellectual property related thereto (the “Media Assets”). In consideration of the Company’s sale of the Media Assets, Media Rhythm executed and delivered to the Company a Cancellation and Termination of Promissory Note (the “Note Cancellation”), thereby relieving the Company of all obligations pursuant to the Promissory Note issued by the Company on July 11, 2013 in the principal amount of $420,000. The foregoing description of the disposition of the Media AssetsExchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Agreement and Note Cancellation, copiesLOI, a copy of which areis filed as Exhibit 10.4 to this reportAnnual Report on Form 10-K and incorporated herein by reference.

 

CompetitionFSC Agreement

On November 29, 2014 the Company entered into an Agreement with FSC Company (“FSC”) to assist with the development of a corporate vision and to build a comprehensive Operating Plan to guide the Company, and to assist in the designing of a strategic sales and marketing plan, with an associated branding strategy. This agreement includes the following;

Term:Six (6) months. Either party may terminate the Agreement after four (4) months with a thirty (30) day advance written notice.
Fees:Initial fee of ten thousand dollars ($10,000) at time this agreement is executed and six thousand ($6,000) per month during the final five (5) months of the engagement period.
Incentives:the Company and FSC agree to establish an incentive plan. The Company has to provide FSC up to five hundred thousand (500,000) shares of common stock in A1Group, Inc. following the initial one hundred and twenty (120) days of the term of this Agreement , so long as items listed in the Agreement have been satisfactory delivered and all terms and conditions of the Agreement have been met.

Convertible Promissory Notes

Subsequent to the period on January 16, 2015 an agreement was reached whereby the Convertible Promissory Note of $307,266.26 dated March 11, 2014 and $16,828.56 dated June 20, 2014 would be converted to 1,473,161 common shares of A1 Group, Inc. without restrictive legend. Upon deliverance of the share certificate they will be no further obligations under the convertible promissory notes. As of the filing date of the Company’s10-K the certificate had not yet be delivered. As reported in the Company’s 8-K dated March 3, 2015.

 

Our businessWebsite

We currently have one operating website,www.a1vapors.com. We sell our electronic cigarettes and accessories through the web-site.

Products

The Company offer disposable electronic cigarettes in multiple sizes, puff counts, styles, flavors and nicotine strengths; rechargeable electronic cigarettes that use replaceable cartridges (also known as “atomizers or cartomizers”); and rechargeable vaporizers for use with either electronic cigarette solution (“e-liquid”) or dry herbs or leaf.

We have established arrangements with certain third party manufacturers, Kanger and Aspire, to re-brand or “white label” most of the products that we sell, which are manufactured by Kanger and Aspire, with the A1 Vapors logo. In addition, we sell major known brands such as Cloupor.

Product Descriptions

·The disposable electronic cigarettes feature a one-piece construction that houses ass the components and is utilized until the nicotine or nicotine free solution is depleted.

·Rechargeable electronic cigarettes feature a rechargeable battery and replaceable cartridge (also known as an “atomizer or cartomizer”). The atomizers or cartomizers are changed when the solution is depleted from use.

·Vaporizers feature a tank or chamber, a heating element and a battery. The vaporizer user fills the tank with the e-liquid or the Chamber with dry herb or leaf. The vaporizer battery can be recharged and the tank and chamber can be refilled.

·The electronic cigarette solution or e-liquid, is the chemical means through which electronic cigarettes and vaporizers, respectively, deliver nicotine, simulate the taste of tobacco and or other flavors in addition to emulating the act of smoking by means of the electronic cigarettes “smoke like” discharge or vapor. We offer the electronic cigarette solutions in different flavors and various strengths, in replaceable cartridges for our rechargeable e-cigarettes and in bottles for use in our vaporizers.

Competition

Competition in the industry of online sweepstakes and eCommerce. Thiselectronic cigarette industry is very competitive and rapidly evolving. We position ourselves as an engagement and social sharing platform for VideoStakes.com.intense. We compete with other sellers of electronic cigarettes and hookahs, big tobacco companies such as; Altria Group, Inc., Lorillard, Inc., Reynolds America Inc.; through their electronic cigarettes business segments; the nature of our competitors is varied as the market is highly fragmented and the barriers to entry into the business are low. Our direct competitors sell products that are substantially similar to ours and through the same channels through which we sell our electronic cigarette products. We compete with these direct competitors for users with numerous enter-and-winsales through distributors, wholesalers and sweepstakes sitesretailers, including but not limited to national chain stores, tobacco shops, gas stations, travel stores, shopping mall kiosks, in addition to direct public sales through internet, mail order and telesales.

As a general matter, we have access to, market and sell the similar electronic cigarettes as our competitors and we also competesell our products generally at similar prices as our competitors; accordingly the key competitive factors for product manufactures with other typesour success is the quality of websites whereservice we offer our partner companies advertise their products.customers, the scope and effectiveness of our marketing efforts, including media advertising campaigns and, increasingly, the ability to identify and develop new sources of customers.

 

We believe that we will enjoy the following competitive advantages:

 

VideoStakes.com provides brands with a tool to engage usersMarketing, Sales and incentivize them to share the brand content via their social networks. The product showed strong analytical results in the fourth quarter 2013 test.

Our advertising programs. We believe our clean and user-friendly websites give us an advantage over certain, more complicated enter-and-win sites.Distribution

 

Our consulting services offer clients additional benefitsTo this point our marketing and sales efforts have been limited. As our cash-flow permits, we will increase our advertising efforts through direct television marketing, on the Internet, trade magazine ads and point of sale materials and displays at retail locations. We will also attempt to our web related products.

Our Marketing Strategybuild brand awareness through innovative social marketing activities, price promotions, in-store and on-premises promotions, public relations and trade show participation.

 

We currentlyintend to expand our physical retail locations on a geographical basis, adding more stores in areas that are proximate to our existing locations. We believe this strategy will enable us to create a stronger presence in our core market through a number of channelsand maximize our brand awareness in the region. We intend to promoteincrease our non-enter-to-win modelonline marketing budget and enhance the clean and user-friendly image ofmore proactively market our websites and have planswebsite store to market through additional channels as further described below.drive online sales.

 

Directory Websites

We have not historically focused on the wholesale market, and the sale which we have made to our websitesretailers has been inconsistent. We intend to start focusing on the opportunity by listingdeveloping a retail package specifically for the distributor sales channel. We are in product development with respect to this effort and in discussions with prospective channel partners with the goal of testing our giveaways on aggregator websites, such as giveawayscoop.com and emperola.com., where giveaway items and websites are gathered to provide visitors with one-stop information. The listings of our giveaways on aggregator websites are made on both free and paid basis.products in their stores.

 

Industry Blogs

We plan to identify and strategize to promote and market our websites on certain blogs.

Organic SEO

We plan to utilize our knowledge accumulated from communicating with directory websites and blogging communities to select effective keywords and use pay-per-click (PPC) to have the selected keywords work in our favor to gain traffic.

3

Partner Companies

We plan to work with our partner companies to promote our websites through their social media outlets. We plan to make template plans that our partner companies can implement to help drive traffic to our websites.

Social Media

We plan to form marketing strategies to be implemented on social media platforms.

Traditional Advertising in Niche Genre

We plan to use traditional advertising such as print, online and event sponsorship in specific market genres to promote specific giveaways.

Causal Co-Marketing

We plan to partner with charitable organizations to make donations to create additional incentives for users to participate in our sweepstakes.

Our Customers

 

We consider our customerscater to be partner companies interested in digital marketing online including enhancing user engagement in partner video contenttwo types of consumers, cigarette smokers and hookah smokers from the social sharingages of that content. We are focused on the action18 and adventure sports brand space and the consumer electronic space which have numerous brands seeking these marketing goals.up.

Legal Environment

 

WeGovernmental Regulations

Based on the December 2010 U.S. Court of Appeals for the D.C. Circuit’s decision inSottera, Inc. v. Food & Drug Administration, 627 F.3d 891 (D.C. Cir. 2010), the United States Food and Drug Administration (the “FDA”) is permitted to regulate electronic cigarettes as “tobacco products” under the Family Smoking Prevention and Tobacco Control Act of 2009 (the “Tobacco Control Act”).

Under this Court decision, the FDA is not permitted to regulate electronic cigarettes as “drugs” or “devices” or a “combination product” under the Federal Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes.

Because we do not market our electronic cigarettes for therapeutic purposes, our electronic cigarettes are subject to being classified as “tobacco products” under the Tobacco Control Act. The Tobacco Control Act grants the FDA broad authority over the manufacture, sale, marketing and packaging of tobacco products, although the FDA is prohibited from issuing regulations banning all cigarettes or all smokeless tobacco products, or requiring the reduction of nicotine yields of a numbertobacco product to zero.

The Tobacco Control Act also requires establishment, within the FDA’s new Center for Tobacco Products, of federala Tobacco Products Scientific Advisory Committee to provide advice, information and state laws and regulations that affect companies conducting businessrecommendations with respect to the safety, dependence or health issues related to tobacco products.

The Tobacco Control Act imposes significant new restrictions on the Internet, manyadvertising and promotion of whichtobacco products. For example, the law requires the FDA to finalize certain portions of regulations previously adopted by the FDA in 1996 (which were struck down by the Supreme Court in 2000 as beyond the FDA’s authority). As written, these regulations would significantly limit the ability of manufacturers, distributors and retailers to advertise and promote tobacco products, by, for example, restricting the use of color, graphics and sound effects in advertising, limiting the use of outdoor advertising, restricting the sale and distribution of non-tobacco items and services, gifts, and sponsorship of events and imposing restrictions on the use for cigarette or smokeless tobacco products of trade or brand names that are still evolvingused for non-tobacco products. The law also requires the FDA to issue future regulations regarding the promotion and being litigatedmarketing of tobacco products sold or distributed over the internet, by mail order or through other non-face-to-face transactions in order to prevent the courts, and could be interpreted in ways that could harm our business. These laws and regulations may involve user privacy, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protectionsale of minors, consumer protection, taxation and online payment services. The application and interpretation of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate.tobacco products to minors.

 

We are also subject to federal laws and regulations regarding privacy andIt is likely that the protection of user data, including The Communications DecencyTobacco Control Act of 1996, The Children’s Online Privacy Protection Act of 1998 and The Electronic Communications Privacy Act of 1986, among others. Many states have passed laws requiring notification to users when there is a security breach for personal data or the adoption of minimum information security standards that are often vaguely defined and difficult to implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Any failure by us to comply with privacy related laws and regulations or our privacy policy, could expose us to costly or time-consuming proceedings against us by governmental authorities or others, which could harm our business. Further, any failure by us to adequately protect our users’ privacy and data could result in lossa decrease in tobacco product sales in the United States, including sales of user confidence in our product and services and ultimately in a loss of subscribers, which could adversely affect our business.electronic cigarettes.

 

There areWhile the FDA has not yet mandated electronic cigarettes should be regulated as tobacco products, during 2012, the FDA indicated that it intends to regulate electronic cigarettes under the Tobacco Control Act through the issuance of deeming regulations that would include electronic cigarettes under the definition of a number of legislative proposals before Congress and various state legislatures regarding privacy issues related“tobacco product” under the Tobacco Control Act subject to the Internet generally.FDA’s jurisdiction. The FDA initially announced that it would issue proposed deeming regulations by April 2013 and then extended the deadline to October 31, 2013. As of the date of this report, the FDA had not taken such action.

The application of the Tobacco Control Act to electronic cigarettes could impose, among other things, restrictions on the content of nicotine in electronic cigarettes, the advertising, marketing and sale of electronic cigarettes, the use of certain flavorings and the introduction of new products. We are unable to determinecannot predict the scope of such regulations or the impact they may have on our company specifically or the electronic cigarette industry generally, though if and when such legislation may be adopted. If certain proposals were to be adopted, itenacted, they could have ana material adverse effect on our business.business, results of operations and financial condition.

In this regard, total compliance and related costs are not possible to predict and depend substantially on the future requirements imposed by the FDA under the Tobacco Control Act. Costs, however, could be substantial and could have a material adverse effect on our business, results of operations and financial condition. In addition, rising concern aboutfailure to comply with the Tobacco Control Act and with FDA regulatory requirements could result in significant financial penalties and could have a material adverse effect on our business, financial condition and results of operations and ability to market and sell our products. At present, we are not able to predict whether the Tobacco Control Act will impact us to a greater degree than competitors in the industry, thus affecting our competitive position.

State and local governments currently legislate and regulate tobacco products, including what is considered a tobacco product, how tobacco taxes are calculated and collected, to whom and by whom tobacco products can be sold and where tobacco products may or may not be smoked. Certain states and cities have enacted laws which preclude the use of social networking technologieselectronic cigarettes where traditional tobacco burning cigarettes cannot be used and others have proposed legislation that would categorize electronic cigarettes as tobacco products, equivalent to their tobacco burning counterparts. If the use of electronic cigarettes is banned anywhere the use of traditional tobacco burning cigarettes is banned, electronic cigarettes may lose their appeal as an alternative to cigarettes; which may have the effect of reducing the demand for illegal conductour products and as a result have a material adverse effect on our business, results of operations and financial condition.

At present, neither the Prevent All Cigarette Trafficking Act (which prohibits the use of the U.S. Postal Service to mail most tobacco products and which amends the Jenkins Act, which would require individuals and businesses that make interstate sales of cigarettes or smokeless tobacco to comply with state tax laws) nor the Federal Cigarette Labeling and Advertising Act (which governs how cigarettes can be advertised and marketed) apply to electronic cigarettes. The application of either or both of these federal laws to electronic cigarettes would have a material adverse effect on our business, results of operations and financial condition.

The Tobacco industry expects significant regulatory developments to take place over the next few years, driven principally by the World Health Organization’s Framework Convention on Tobacco Control (“FCTC”). The FCTC is the first international public health treaty on tobacco, and its objective is to establish a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use and encouraging cessation. Regulatory initiatives that have been proposed, introduced or enacted include:

·The levying of substantial and increasing tax and duty charges;
·Restrictions or bans on advertising, marketing and sponsorship;
·The display of larger health warnings, graphic health warnings and other labeling requirements;
·Restrictions on a packaging design, including the use of colors and generic packaging;
·Restrictions on bans on the display of tobacco product packaging at the point of sale, and restrictions or bans on cigarette vending machines;

·Restrictions regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide and other smoke constituent levels;
·Requirements regarding testing, disclosure and use of tobacco product ingredients;
·Increased restrictions on smoking in public and work places and, in some instances in private places and outdoors
·Elimination of duty free allowances for travelers; and
·Encouraging litigation against tobacco companies.

If electronic cigarettes are subject to one or more significant regulatory initiates enacted under the FCTC, our business, results of operations and financial condition could be materially and adversely affected.

Available Information

Reports we file pursuant to the Exchange Act of 1934, as amended (the "Exchange Act"), including annual, quarterly and current reports and other information with the Commission and our filings are available to the public over the Internet at the Commission's website at http://www.sec.gov. The public may inread and copy any materials filed by us with the future produce legislation or other governmental action that could require changesCommission at the Public Reference Room at 100 F Street NE, Washington, D.C. 20549, on official business days during the hours of 10:00 am to our product or restrict or impose additional costs upon3:00 pm. The public may obtain information on the conduct of our business. These regulatory and legislative developments, including excessive taxation, may prevent or significantly limit our ability to expand our business.operation by calling the Commission at 800-732-0330.

 

Patent and Trademarks

 

To establish and protect our proprietary rights, we rely on a combination of confidentiality agreements and other contractual rights. At this time, weWe do not haveno currently own any trademarksdomestic or foreign patents relatedrelating to our current business.electronic cigarettes.

Employees

 

As of December 2013,2014, we had twofour employees both of whom are employed on a full-time basis.

4

ITEM 1A.ITEM1A.RISK FACTORS

 

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

 

ITEM 1B.UNRESOLVED STAFF COMMENTS

 

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

 

ITEM2.PROPERTIES

 

Our principal executive office is located at 545 Second Street #6, Encinitas,7040 Avenida Encinas, Suite 104-159, Carlsbad CA 92024.92011. We lease approximately 658 square feet of office space on a month-to-month basis,also have two retail locations at Miami International Mall, 1455 NW 107th Avenue, Doral, FL. 33172 and our office rental expense on a monthly basis is approximately $1,344. The leased facilities are fully utilized and adequate for our current operations.Bayside Market Place, 401 Biscayne Blvd., Miami, Florida 33132

 

ITEM 3.LEGAL PROCEEDINGS

 

None.

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock has traded on the OTC Bulletin Board and OTCQB under the symbol “SWCB” since August 13, 2010. Beginning September 2012, our symbol was changed to “FBTN”. Beginning November 2014, our symbol was changed to “AWON”. The following table sets forth the range of the quarterly high and low bid price information for fiscal years 20122014 and 2013 as reported by the OTCQB and OTC Bulletin Board.

 

 High Bid*
($)
 Low Bid*
($)
 

High Bid*
($)

 

Low Bid*
($)

 
2014        
First Quarter  0.88   0.48 
Second Quarter  0.68   0.25 
Third Quarter  0.40   0.20 
Fourth Quarter  0.30   0.05 
2013            
First Quarter 0.66 0.30  0.66   0.40 
Second Quarter 0.69 0.42  0.69   0.43 
Third Quarter        0.89 0.51  0.89   0.61 
Fourth Quarter            0.89 0.61  0.89   0.61 
2012    
First Quarter ** **
Second Quarter ** **
Third Quarter        0.44 0.40
Fourth Quarter            0.64 0.41

__________

* The quotations of the closing prices reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 

**The Company effected a 15:1 stock split on September 26, 2012. Adjusted high and low bid information is not available prior to this date.

5

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

 

Holders

 

As of April 11, 2014,March 30, 2015, there were 3126 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms.

 

Dividend Policy

 

We have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our board of directors.

 

Equity Compensation Plan Information

 

See the “Equity Compensation Plan Information” table in Item 12 of this Annual Report on Form 10-K.

 

Changes In Control Of Registrants

The information regarding the Company’s change on control in connection with the Acquisition set forth in Recent Developments (Item 1) in the Securities Exchange and acquisition of Agreement between FreeButton Inc. (now known as A1 Group, Inc.) and A-1 Vapors, Inc. is incorporated herein by reference.

At Closing the Company issued 21,000,000 shares of Common Stock to the former A-1 Vapors Shareholders in exchange for 100% of their ownership in A-1 Vapors. Prior the subject acquisition, the A-1 Vapors shareholders owned no shares of the company.

After giving the effect to the issuance of the Company Shares the number of Company Common Stock issued and outstanding is 34,168,260 of which the A-1 Vapors shareholders own approximately 61%.

Recent Sales of Unregistered Securities

On October 6, 2014, the Company received $$27,200 in Subscription receivables to issue 181,333 common shares through a private placement at $0.15 per share.

On December 23, 2014 the issued 324,000 common shares in the conversion of $32,400 of Convertible Promissory Note and accrued interest at $0.10 per share.

 

All sales of unregistered securities of the Company during fiscal year 20132014 have previously been reported by the Company on our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Commission.

 

There were no repurchase of equity securities made by the Company during the fourth quarter of fiscal year 2013.2014.

 

ITEM 6.SELECTED FINANCIAL DATA

 

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This 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 audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” 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

 

FreeButton,We are an electronic cigarette company with Internet sales and kiosk locations in the greater Miami area through our fully owned subsidiary A1 Vapors, Inc. A1 Vapors is a developer of Internet-based, immersive advertisingproduct development and marketing solutions for businesses.company catering to the electronic vapor cigarette and accessories industry. A1 Vapors offers a variety of options to choose from to appeal to all smokers including a diverse selection of devices and flavors.

 

We operate VideoStakes.com, a b2b“Electronic cigarettes” or “e-cigarettes” and b2c consumer engagement“vaporizers” are battery-powered products that enable users to inhale nicotine vapor without smoke, tar, ash, or carbon monoxide. Electronic cigarettes look like traditional cigarettes and, social sharing platform, which incentivizes Internet users with prizes to engage in brand video content and share it though social networks.regardless of their construction are comprised of three functional components:

 

·A mouthpiece, which is a small plastic cartridge that contains a liquid nicotine solution;
·The heating element that vaporizes the liquid nicotine so that it can be inhaled; and
·The electronics, which include: a lithium-ion battery, an airflow sensor, a microchip controller and an LED which illuminates to indicate use.

Additionally, we offer digital

When a user draws air through the electronic cigarette and internet consulting services assisting customersor vaporizer, the air flow is detected by a sensor, which activates a heating element that vaporizes the solution stored in optimizing content. We specialize in search engine marketingthe mouthpiece/cartridge, the solution is then vaporized and optimization, display advertising, social media marketing, affiliate programs and networks, site optimization, email programs and analytics.it is this vapor that is inhaled by the user. The cartridge contains either a nicotine solution or a nicotine free solution, either which may be flavored.

 

6

Plan of Operations

 

DuringOur Plan is to become a leading retailer of electronic cigarette and vapor related products in the next 12 months we planNorth American market. We intend to operateaccomplish that objective through competing on price and further marketquality, expanding our engagementpresence at physical locations, expanding distribution points and social sharing website tool, VideoStakes.com as well as operate and further market out digital consulting group viaexpanding our corporate website FreeButtonInc.com.

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

 

The brands that we select to sell in addition to the A-1 Vapors, white-label brand, are selected on their general popularity with our target consumer base. We believe that this strategy will enable us to continue to offer “best-in-class” products which have the potential to increase our sales the most, while avoiding risk of product development and manufacturing. Our Chief Operating Officer, Dallas Steinberger,ability to negotiate reasonable pricing with these manufactures is responsible for our website constructionalso a contributing factor to selection.

We will continue to seek out and assists with marketing and generating trafficidentify new products to introduce to our websites.consumer base which we believe will increase our revenue per person and generate greater repeat business such as starter kits, a variety of batteries and new flavors to our line of e-liquid.

 

Going Concern

 

Our auditor has indicated in their reports on our financial statements for the fiscal years ended December 31, 2013,2014, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.

 

Results of Operations

 

Fiscal Year Ended December 31, 20132014 compared to Fiscal Year Ended December 31, 20122013

 

Revenue.We generated $5,000 or$273,878 of revenue and had Cost of Goods of $92,551 with net revenues of $181,327 during the fiscal year ended December 31, 20132014 and nowe generated $207,836 of revenue and had Cost of Goods of $99,953 with net revenues of $107,883 during the fiscal year ended December 31, 2012.2013.

 

Operating Expenses.Total expenses for the fiscal year ended December 31, 20132014 were $312,631$268,364 resulting in an operating loss for the fiscal year of $307,631$87,037 as compared to total expenses of $122,973$81,056 resulting in an operating lossprofit of $122,973$26,827 for the fiscal year ended December 31, 2012.2013. The operating loss for the fiscal year ended December 31, 20132014 is a result of office and general expenses in the amount of $94,182,$268,364, made up of management fee of $132,500,$34,500, rent expense of $117,656, commissions of $30,643, marketing expenses of $29,119$19,031 and professional fees in the amount of $56,830$11,375 as compared to office and general expenses in the amount of $29,218,$81,056, made up of management fee of $45,000,$0, rent expense of $46,527, commissions of $7,598, marketing expenses of $10,884$393 and professional fees in the amount of $37,871$225 for the fiscal year ended December 31, 2012.The2013.The increase in office and general expenses from fiscal year 20122013 to fiscal year 20132014 was due to expenses related to servicing our former website FreeButton.comreverse takeover of A-1 Vapors Inc., of Freebutton, Inc. (now known as A1Group, Inc.) and constructing, launching, testing and operating VideoStakes.com.cost associated with this merger. The increase in management fees from fiscal year 20122013 to fiscal year 20132014 described above was due to the increased management time needed to manage the acquisition of the Assets from Media Rhythm and the and negotiation of the Exclusive Distribution Agreement, dated October 22, 2013, by and amongnew entity. In addition, costs increased due to the Company, James Lynch, Dallas James Steinberger and Rivalfly National Network, LLC,transition from A-1 Group/Vapors from a copy of which is filed as Exhibit 10.2 to this Annual Report on Form 10-K and incorporated herein by reference.private corporation into a public entity.

Interest expense for the year ended December 31, 2013,2014, was $23,014$20,684 compared to interest expense for the year ended December 31, 2012,2013, in the amount of $3,768.$0. Interest expense principally consists of interest on the convertible promissory notes issued by the Company as previously discussed in our Quarterly Reports on Forms 10-Q for the quartersquarter ended MarchSeptember 30, 2013 and June 30, 2013. Discontinued operations2014. Gain on debt settlement of $10,251 for the year ended December 31, 2013,2014 was $3,818 compared to discontinued operationsthe result of the merger of the A-1 Vapors Inc. and Freebutton, Inc. (now known as A1 Group, Inc.), there was $0 Gain/loss on debt settlement for the year endedending December 31, 2012, in the amount of $0. Discontinued operations primarily consisted of gain from the operations of Media Rhythm, the Assets of which were sold on March 5, 2014, as discussed in Item 1 – Business” above and Note 7 to the Financial Statements filed herewith.2013.

7

Capital Resources and Liquidity

 

As of December 31, 2013,2014, we had $85,906$24,031 of cash compared to $21,674$3,856 of cash for the year ended December 31, 2012.2013. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has generated only $5,000 of revenue from its business operations and has incurred operating losses since inception of $528,051.$528,868. As at December 31, 2013,2014, the Company has a working capital deficit of $340,325.$351,774.

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 marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. 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.

 

In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. 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. 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 inability 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 funds, 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 a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

 

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.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The full text of the Company's audited consolidated financial statements for the fiscal years ended December 31, 20132014 and 2012,2013, begins on page F-1 of this Annual Report on Form 10-K.

 

8
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

ITEM 9A. 8A.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our chief executive officer and chief financial 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 December 31, 2013.2014. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

Based on the evaluation as of December 31, 2013,2014, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Management's Annual Report on Internal Control Over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to our management and the Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

 

Our chief executive officer and chief financial officer evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013,2014, and based on that evaluation they concluded that our internal control over financial reporting was not effective.

 

The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that re-evaluation due to material weakness identified below, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were not effective as of December 31, 20132014 to ensure that information required to be disclosed in our Exchange Act reports was (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, because of material weaknesses in our internal controls over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control our financial reporting as of December 31, 2013,2014, the Company determined that the following items constituted a material weakness:

 

·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.

 

9

OurThe management believes that the material weaknesses set forth in the last two items listed above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which 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.

 

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, as necessary and as funds allow.

 

Changes in Internal Control over Financial Reporting

 

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2013.2014.

 

ITEM 9B. 8B.OTHER INFORMATION

 

None.

PART III

 

ITEM 10.9.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our executive officers and sole director are as follows:

 

Name

Age

Position

James Edward Lynch, JR.Bruce Storrs (1)4656President, Chief Executive Officer, Treasurer, Secretary, and Director
Dallas James SteinbergerAndy Diaz (2)2945Chief Operating Officer, Vice President and Treasury, and Director
Michele Evangelista (3)51Director
Moses Lopez (4)24

Director

__________

(1)Bruce Storrs. Mr. Storrs was appointed Chief Executive Officer of the Company effective as of the Closing. Mr. Storrs founded Advanced Scientific in 1985, which focused on selling medical hospital and pharmaceutical supplies to medical centers and military hospitals and was sold in 1994. Between 1994 and 2002, he started two additional companies, Cyprus Resources and Capital Health, which were subsequently sold. In 2002 he worked as a consultant and investors to companies in the Health and Wellness industry as well as founding Better Bodies by Chemistry, which manufactures and distributes vitamins and supplements. He is also co-founder of Pacific Rim Distributors, retail and wholesale company selling and distributing medical, health and beauty products. In December 2012, Mr. Storrs invested in A-1 Vapors, Inc. and joined as an advisor to the company, and subsequently appointed as CEO in June 2014. Mr. Storrs holds a BSBM with Wilmington National University and has attended San Diego State University.

 

(1)(2)Andy Diaz. Mr. LynchDiaz was appointed as President, Chief ExecutiveOperating Officer and Secretary and a director of the Company on August 2, 2012, upon the closingas of the changeClosing. In 2005 Mr. Diaz founded A1A Sod, Sand & Soil Inc., growing the business from 1 to 25 employees and winning contract with the City of controlMiami and the State of Florida, generating in excess of $2 million for 2013. In 2012 Mr. Diaz co-founded A-1 Vapors, opening its first retail location in Doral, Florida, and expanding to two retail locations, as further described in Item 1 of this Annual Report on Form 10-K.well as an on-line operation.

 

(2) Mr. Steinberger was appointed(3)Michele Evangelista. Ms. Evangelista will serve as Vice President and Treasury and a directorDirector of the Company on August 2,Company. Since 2012 upon the closing of the change of controlMs. Evangelista has served as further described in Item 1 of this Annual Report on Form 10-K.a Medical Sales rep for Advanced Scientific Supply. Ms. Evangelista holds a B.S. from Iona College.

 

James Edward Lynch, Jr.

(4)Moses Lopez. Mr. Lynch has 17 years business and managerial experience in advertising and media industry. In November 2009, James launched a boutique sales and consulting firm, Media Rhythm, representing various media properties including over 30 magazines (Surfer, Motor Trend, Surfing, Automobile, Hot Rod, Powder, Snowboarder, Alert Diver, Shutterbug, just to name a few), 30 websites, and 20 sponsor-able events. This firm also operates as an apparel sales rep firm and consulting group. In the past 13 years, Mr. Lynch also served as the Vice President of national sales at Action Sports Group, managing 7 Magazines, 12 websites, 14 events, and multiple employees. Throughout his career, Mr. Lynch has created and implemented integrated advertising and marketing programs in online, print, and event media properties.

The Board considers Mr. Lynch’s experience in advertising and media industry and skills in management, strategy and implementation qualify him toLopez will serve as a memberDirector of the Board.

As discussed aboveCompany. Since 2012, Mr. Lopez has served in “Item 1 – Business” previously discloseda senior sales capacity at V2 Cigs. In 2012, Mr. Lopez co-founded A-1 Vapors, and was instrumental in our Current Report on Form 8-K filed with the Commission on August 1, 2013, on July 11, 2013,initial quality control and research activities as well as establishing the Company entered into an Assets and Business Acquisition Agreement with Media Rhythm to acquire all of the assets in connection with the business of Media Rhythm and, subsequently, on March 5, 2014, the Company and Media Rhythm entered into the Second Agreement, whereby the Company sold, transferred and assigned to Media Rhythm all of the Media Assets.

10

Dallas James Steinberger

Company’s online operations. Mr. Steinberger has been involved in online business for the last ten years,Lopez graduated from online brand development, marketing and social networking to coding, design and implementation of multiple sites. He has been an independent web design studio owner and managed the online presence for Action Sports Group, a major publisher of action sports magazines. From 2008 to 2011 while working at Action Sports Group as the Senior Web Producer, he managed the content creation and online publishing schedule for ten magazine sites including Surfermag.com, Powdermag.com and Bikemag.com. From 2008 to 2011 he also worked for Source Interlink Media as a Digital Content Manager. From 2011 to 2012 he worked for Apple, Inc. as a retail sales person.

The Board considers Mr. Steinberger’s experience in online marketing qualifies him to serve as a member of the Board.Ferguson High School.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board andThe Company’s directors hold office after the expiration of his or her term until their resignationhis or removal byher successor is elected and qualified, or until he or she resigns or are removed in accordance with the Board.Company’s bylaws and provisions of the Nevada Revised Statutes.

 

There are no arrangements or understandings between Mr. Lynch and Mr. Steinbergerany of the Directors and any other person pursuant to which Mr. LynchStorrs, Mr. Diaz, Ms. Evangelista and Mr. SteinbergerLopez were selected as a director or executive officer.director.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

Our Chief Executive Officer and Chairman, Bruce Storrs, was married to Michele Evangelista, a director.

 

Other Directorships

 

Other than as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

 

Involvement in Legal Proceedings

 

To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

 

Potential Conflicts of Interest

 

We are not aware of any current or potential conflicts of interest with our director or executive officers.

 

Code of Ethics

The Company currently does not have a code of ethics. However, we are in the process of formulating a code of ethics and intend to adopt one in the near future.

ITEM 10.EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to, the named persons, during the years ended December 31, 2014 and 2013 as our only named executive officer:

Summary Compensation of Named Executive Officers

Name and Principal Position 

Fiscal Year

  

Salary

($)

  

Bonus

($)

  

Stock

Awards

($)

  

Option Awards
($)

  

All Other Compensation ($)

  

Total
($)

 
Bruce Storrs  2014               24,000(1)  24,000 
President, Chief Executive Officer, Secretary, Treasurer  2013               0(2)  0 
Andy Diaz  2014               10,500(3)  10,500 
Chief Operating Officer  2013               0(4)  0 

__________

(1) Represents Mr. Storrs compensation from A1 Group, Inc. was from August 14, 2014 through December 31, 2014.

(2) Mr. Storrs was not employed by A-1 Vapors in 2013 and received no salary, bonus or award compensation.

(3) Represents Mr. Diaz’s compensation for A1 Group, Inc. was from August 14, 2014 through December 31, 2014.

(4) Mr. Diaz served as the sole officer of A-1 Vapors in 2013 and received no salary, bonus or award compensation.

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the fiscal year ended December 31, 2014 and 2013 for either A1 Group, Inc., or A-1 Vapors, Inc.

Employment Agreements

On August 15, 2014 A1 Group, Inc., (the “Company”) signed an initial two (2) year Employment Agreement with it Chief Executive Officer, Mr. Bruce Storrs. The Company has agreed to a salary of $3,500 per month starting September 1, 2014 and a lump sum signing bonus of $10,000 due on August 29, 2014. The Storrs Agreement also calls for participation in an additional bonus plan to be determined by the Company’s board of directors.

On August 15, 2014 A1 Group, Inc., (the “Company”) signed an initial two (2) year Employment Agreement with it Chief Operating Officer, Mr. Andy Diaz. The Company has agreed to a salary of $3,500 per month starting September 1, 2014.

During the period ending December 31, 2014, the Company paid a total of $34,500 in management fees.

The foregoing descriptions of the terms of Storrs Agreement and Diaz Agreement do not purport to be complete are qualified in their entirety by reference to the provisions of such agreements as reported in our From 8-K filed with the SEC on August 22, 2014.

Compensation of Directors

During the fiscal years ended December 31, 2014 and 2013, the Company directors did not receive any compensation solely for services as a director.

Our directors Bruce Storrs, Andy Diaz, Michele Evangelista and Moses Lopez will not receive any compensation solely for services as a director. It is our current policy that our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending each board of directors meeting or meeting of a committee of the board of directors.

Board Committees

 

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

 

11

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish us with copies of these reports. Based solely on our review of the reports filed with the SEC, we believe that all persons subject to Section 16(a) of the Exchange Act timely filed all required reports in 2013.

Code of Ethics

We currently do not have a code of ethics that applies to our Chief Executive Officer, however, we are in the process of formulating a code of ethics and intend to adopt one in the near future.

ITEM 11.EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to, the named persons, during the years ended December 31, 2013 and 2012 as our only named executive officer:

Summary Compensation of Named Executive Officers

Name and Principal Position Fiscal Year Salary ($)  Bonus ($)  Stock Awards
($)
  Option Awards
($)
  All Other Compensation ($)  Total
($)
 
James Edward Lynch, Jr. 2013              96,000(3)  96,000 
President, Chief Executive Officer, Secretary 2012(1)              25,000(3)  25,000 
Dallas James Steinberger 2013              36,500(4)  36,500 
Chief Operating Officer, Vice President and Treasurer 2012(2)              20,000(4)  20,000 
Anthony Pizzacalla(5) 2013                  
Former President, Chief Financial Officer, Secretary and Treasurer 2012                  

(1)Represents Mr. Lynch’s compensation from August 2, 2012 through December 31, 2012.
(2)Represents Mr. Steinberger’s compensation from August 2, 2012 through December 31, 2012.
(3)Represents management fee paid to Mr. Lynch.
(4)Represents management fee paid to Mr. Steinberger.
(5)Mr. Pizzacalla served as our President, Chief Financial Officer, Secretary and Treasurer since inception and resigned as from such position on August 2, 2012 upon the closing of the change of control as further described in Item 1 of this Annual Report on Form 10-K. Mr. Pizzacalla’s resignation was not a result of any disagreement with the Company on any matters relating to the Company’s operations, policies (including accounting or financial policies) or practices.

12

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the fiscal year ended December 31, 2013 and 2012.

Compensation of Directors

During the fiscal years ended December 31, 2013 and 2012, the former sole director Anthony Pizzacalla and the current directors James Edward Lynch, Jr. and Dallas James Steinberger did not receive any compensation solely for services as a director.

Our directors James Edward Lynch, Jr. and Dallas James Steinberger will not receive any compensation solely for services as a director. It is our current policy that our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending each board of directors meeting or meeting of a committee of the board of directors.2014.

 

Compensation Committee Interlocks and Insider Participation

 

During fiscal years 20132014 and 2012,2013, we did not have a standing compensation committee. Our Board was responsible for the functions that would otherwise be handled by the compensation committee. Our two solefour directors conducted deliberations concerning executive officer compensation, including directors who were also executive officers.

 

ITEM 12. 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of April 11, 2014.March 30, 2015.

 

Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of April 11, 2014March 30, 2015 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated below, the address of each person listed in the table below is c/o 545 Second Street #6, Encinitas,7040 Avenida Encinas, Suite 104-159, Carlsbad, CA 92024.92011.

Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Common Stock (1)
Directors and Officers No. of Shares % of Class
James Edward Lynch, Jr.
President, Chief Executive Officer and Secretary, and Director
 10,800,000 31.9%
Dallas James Steinberger
Vice President and Treasurer, and Director
 10,800,000 31.9%
All officers and directors as a group (2 persons) 21,600,000 63.8%

 

(1)Based on 33,844,260 shares of common stock issued and outstanding as of April 11, 2014. Each of Mr. Lynch and Mr. Steinberger
Name and Address of Beneficial Owner 

Amount and Nature of Beneficial Ownership Common Stock (1)

 

Directors and Officers

 

No. of Shares

  

% of Class

 
Bruce Storrs  10,500,000   30.7% 
President, Chief Executive Officer, Treasure, Secretary and Director        
Andy Diaz  10,500,000   30.7% 
Chief Operating Officer and Director        
All officers and directors as a group (2 persons)  21,000,000   61.4% 

__________

(1) Based on 34,168,260 shares of common stock issued and outstanding as of March 30, 2015. Each of Mr. Storrs and Mr. Diaz has sole beneficial ownership of the shares held by such individual.

13

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes the securities authorized for issuance under equity compensation plans as of December 31, 2013.

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)
  (a) (b) (c)
Equity compensation plans approved by shareholders (1)
 7,000 $  – 3,493,000
Equity compensation plans not approved by shareholders  $  – -
Total 7,000 $  – 3,493,000

(1) 7,000 shares of restricted stock were issued to three consultants in exchange for services pursuant to the Company’s 2013 Equity Incentive Award Plan. There are no options, warrants or other rights outstanding.

 

ITEM 13.12.CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Transactions with Related Persons

 

The following sets forth a summary of transactions since the beginning of the fiscal year of 2013, or anyExcept as noted below, there has not been, nor is there currently proposed, any transaction inof series of similar transactions to which the Company was toor will be a participant andparty in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal yearsyears; and in which any related persondirector officer, other stockholders of more than 5% of the Company’s Common Stock or any member of their immediate family had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation” above). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

·As discussed above in “Item 1 –Business” previously disclosed in our Current Reports on Form 8-K filed with the Commission on August 1, 2013 and March 28, 2014, respectively, on July 11, 2013, the Company entered into an Assets and Business Acquisition Agreement with Media Rhythm to acquire all of the assets in connection with the business of Media Rhythm and, subsequently, on March 5, 2014, the Company and Media Rhythm entered into the Second Agreement, whereby the Company sold, transferred and assigned to Media Rhythm all of the Media Assets.

·At December 31, 2012, loan from our director and President, Chief Executive Officer, Secretary, James Edward Lynch, Jr., to the Company, amounted to $4,072. The loan is unsecured and non- interest-bearing with no set terms of repayment.

·During the fiscal year ended December 31, 2012, the Company paid a total of $45,000 of management fees to two officers James Edward Lynch, Jr. and Dallas James Steinberger. During the fiscal year ended December 31, 2013, the Company paid a total of $132,500 of management fees to two officers James Edward Lynch, Jr. and Dallas James Steinberger.

·On June 26, 2012, our former President, Chief Financial Officer, Secretary and Treasurer, Anthony Pizzacalla, forgave the debts owed to him by the Company in an amount of $54,742.

14

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Personsinterest.

 

We expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000 or one percent of the average ofBruce Storrs, the Company’s total assets atChief Executive Officer, advanced funds and had outstanding balances to A-1Vapors $33,631 and $14,081 for the year-end for 2011years ended December 31, 2014 and 2010. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.December 31, 2013 respectively.

 

We anticipate that, where a transaction has been identified as a related-person transaction,Andy Diaz, the policy will require managementCompany’s Chief Operating Officer, advanced funds and had outstanding balances to present information regardingA-1Vapors $1,950 and $17,105 for the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our Board) for considerationyears ended December 31, 2014 and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our Board will take into account the relevant available facts and circumstances including, but not limited to:

·the risks, costs and benefits to us;

·the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

·the terms of the transaction;

·the availability of other sources for comparable services or products; and

·the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.December 31, 2013 respectively.

 

Director Independence

 

James Edward Lynch, Jr.Bruce Storrs, Andy Diaz, and Dallas James Steinberger, theMoses Lopez members of our Board,board are not independent using the definition of independence under the applicable NASDAQ listing standards and the standards established by the Commission.

 

ITEM 14. 13.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Fees paid to PLS CPAAuditors

 

The following table shows the aggregate fees we paid for professional services provided to us by PLS CPABedinger & Company for 20132014 and 2012:

  2013  2012 
Audit Fees $12,800 $10,000 
Audit-Related Fees  0   0 
Tax Fees  0   0 
All Other Fees  0   0 
        
Total $12,800  $10,000 

2013:

 

15
  2014  2013 
Audit Fees $7,793  $0 
Audit-Related Fees  0   0 
Tax Fees  0   0 
All Other Fees  0   0 
   0     
Total $7,793  $0 

Audit Fees

 

For the fiscal years ended December 31, 20132014 and 2012,2013, we paid approximately $12,800$7,793 and $10,000,$0, respectively, for professional services rendered for the audit and review of our financial statements.

 

Audit Related Fees

 

For the fiscal years ended December 31, 20132014 and 2012,2013, we paid approximately $0 and $0 respectively, for audit related services.

 

Tax Fees

 

For our fiscal years ended December 31, 20132014 and 2012,2013, we paid $0 and $0 respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

We did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended December 31, 20132014 and 2012.2013.

 

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

 

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during 20132014 and 20122013 were pre-approved by our Board.

 

PART IV

 

ITEM 15. 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

 

 

 

16

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Dated: April 15, 2014March 26, 2015FREEBUTTON,A1 GROUP, INC.
 By:/s/ James Edward Lynch, Jr.                                     Bruce Storrs
 

James Edward Lynch, Jr.Bruce Storrs

President, Chief Executive Officer, Treasurer and Secretary,

(Duly Treasurer (Duly Authorized Officer, Principal Executive Officer and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SignatureTitleDate

/s/ James Edward Lynch, Jr.Bruce Storrs

President, Chief Executive Officer, Treasurer and Secretary, and DirectorApril 15, 2014March 26, 2015
James Edward Lynch, Jr.Bruce Storrs(Principal Executive Officer and Principal Accounting Officer) 

/s/ Dallas James SteinbergerAndy Diaz

Vice President and Treasurer,Chief Operating Officer and DirectorApril 15, 2014March 26, 2015
Dallas James SteinbergerAndy Diaz  

 

17

EXHIBIT INDEX

 

3.1ArticlesAgreement and Plan of Incorporation ofMerger, Dated May 23, 2014 by and among FreeButton, Inc. as filed with the Secretary of State of Nevada,, and A-1 Vapors Inc. incorporated herein by reference to Exhibit 3.1 to the Company’s registration statement on2.1 with Form S-18-K filed on May 5, 2008.August 22, 2014.

3.2By-LawsCertificate of FreeButton, Inc.,Merger for State of Florida as incorporated herein by reference to Exhibit 3.2 to the Company’s registration statement on2.2 with Form S-18-K filed on May 5, 2008.August 22, 2014.

3.3Corrected Amendment to ArticlesCertificate of Incorporation,Merger for State of Nevada as incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on2.3 with Form 8-K filed on October 5, 2012.August 22, 2014.

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

10.1Stock PurchaseStorrs Employment Agreement dated August 2, 2012 among the Company, Anthony Pizzacalla, James Edward Lynch, Jr. and Dallas James Steinberger,as incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report onwith Form 8-K filed on August 3, 2012.22, 2014.

10.2Asset and Business AcquisitionDiaz Employment Agreement dated July 11, 2013 by and between the Company and Media Rhythm Group, Inc.,as incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report onwith Form 8-K filed on August 1, 2013.22, 2014.

10.3Exclusive Distribution Agreement dated October 22, 2013 by and among the Company, James Lynch, Dallas James Steinberger and Rivalfly National Network, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013.

10.4Asset Purchase Agreement dated March 5, 2013 by and between the Company and Media Rhythm Group, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2013.

31.1Certification 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
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.
99.1Temporary Hardship Exemption* Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.

 

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

A1 GROUP, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Audited)

December 31, 2014

 

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

 

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

 

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

 

 

18

FREEBUTTON,A1 GROUP, INC.

(Formerly Secured Window Blinds,Freebutton, Inc.)

(A Development Stage Company)

 

FINANCIAL STATEMENTS

(Audited)

December 31, 20132014

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMF-2
BALANCE SHEETSF-3
  
STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED BALANCE SHEETSF-4
  
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)OPERATIONSF-5
  
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)F-6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSF-6F-7
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSF-7F-8

 

 

F-1

 

 

B E D I N G E R & C O M P A N Y

C E R T I F I E D      P U B L I C      A C C O U N T A N T S

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

Freebutton of A1 Group, Inc.

 

 

We have audited the accompanying balance sheets of Freebutton,A1 Group, Inc. (A Development Stage(the “Company”) as of December 31, 20132014 and 20122013, and the related statements of operations, changes in shareholders’ deficitstockholders’ equity, and cash flows for each of the years thenin the two-year period ended December 31, 2013 and 2012, and2014. Multimedia Platforms, Inc.’s management is responsible for the period from November 27, 2006 (inception) to December 31, 2013. Thesethese financial statements are the responsibility of the Company’s management.statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Freebutton,Multimedia Platforms, Inc. as of December 31, 2014 and 2013, and 2012, and the resultresults of its operations and its cash flows for each of the years thenin the two-year period ended December 31, 2013 and 2012, and for the period from November 27, 2006 (inception) to December 31, 20132014 in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1A to the consolidated financial statements, the Company’sCompany has suffered recurring losses from operations and has a significant amount of accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/PLS CPA

____________________

PLS CPA, A Professional Corp.Bedinger & Company

 

April 15, 2014Concord, California

San Diego, CA. 92111

March 25, 2015

 

 

F-2

 

FREEBUTTON,

1200 CONCORD AVENUE, SUITE 250, CONCORD, CA 94520 • (925) 603-0800 • (925) 603-0804 FAX

MEMBERS OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS,
THE CENTER FOR PUBLIC COMPANY AUDIT FIRMS,
AND THE CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS,
REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

A1 GROUP, INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Audited)

 December 31,
2013
 December 31,
2012
  December 31,
2014
 December 31,
2013
 
      (Audited) (Audited) 
ASSETSASSETS        
             
CURRENT ASSETS                
Cash $85,906  $21,674  $24,031  $3,856 
Accounts receivable     2,067 
Inventory  14,184   24,757 
                
TOTAL CURRENT ASSETS  85,906   21,674   38,215   30.680 
                
FIXED ASSETS        
Office Equipment, Net  3,101   3,914 
        
OTHER ASSETS          4,193   4,193 
Web Development Costs  18,845   18,845 
        
TOTAL OTHER ASSETS  18,845   18,845 
                
TOTAL ASSETS $107,852  $44,433  $42,408  $34,873 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                
CURRENT LIABILITIES                
Accounts payable and accrued liabilities $39,241  $16,343 
Due to related party (Note 4)     4,072 
Convertible Promissory Notes (Note 5)  315,240   145,000 
Other liability  71,750    
Accounts payable $3,890  $1,560 
Accrued interest  30,626    
Convertible Promissory Notes (Note 6)  324,095    
Related Party Loans  35,571   31,186 
                
TOTAL CURRENT LIABILITIES  426,231   165,415   394,182   32,746 
                
TOTAL LIABILITIES  426,231   165,415   394,182   32,746 
                
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
   
33,300
 
Capital stock (Note 3)        
Authorized        
75,000,000 shares of common stock, $0.001 par value,        
Issued and outstanding        
34,168,260 shares of common stock (December 31, 2013 –500)  34,168   500 
Additional paid-in capital  175,865   46,942   32,076   (500)
Subscription receivable  110,850    
Deficit accumulated during the development stage  (528,051)  (201,224)  (528,868)  2,127 
                
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  (318,379)  (120,982)  (351,774)  2,127 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $107,852  $44,433  $42,408  $34,873 

 

Going Concern (Note 1)

 

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

 

F-3

FREEBUTTON,A1 GROUP, INC.

(A Development Stage Company)

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Audited)

 

  Year ended
December 31,
2013
  Year ended
December 31,
2012
  November 27, 2006 (inception) to December 31, 2013 
          
          
REVENUE $5,000  $  $5,000 
             
EXPENSES            
Office and general $94,182  $29,218  $131,910 
Management fee  132,500   45,000   177,500 
Marketing expenses  29,119   10,884   40,003 
Professional fees  56,830   37,871   170,054 
             
TOTAL EXPENSES  (312,631)  (122,973)  (519,467)
             
NET OPERATING LOSS  (307,631)  (122,973)  (514,467)
             
OTHER INCOME (EXPENSES)            
Exchange loss        (620)
Loan interest  (23,014)  (3,768)  (26,782)
Gain (loss) on debt settlement     10,000   10,000 
             
TOTAL OTHER INCOME (EXPENSES)  (23,014)  6,232   (17,402)
INCOME (LOSS) FROM CONTINUING OPERATIONS  (330,645)  6,232   (531,869)
             
DISCONTINUED OPERATIONS            
Gain from operations of Media Rhythm  3,818      3,818 
             
NET LOSS $(326,827) $(116,741) $(528,051))
             
             
             
BASIC LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS $(0.00) $(0.00)    
BASIC LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS $(0.00) $(0.00)    
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC  33,525,104   111,791,803     

  Year ended
December 31,
2014
  Year ended
December 31,
2013
 
REVENUE        
         
Revenue $273,878  $207,836 
Cost of Goods Sold  92,551   99,953 
         
GROSS PROFIT $181,327  $107,883 
         
EXPENSES        
Selling, general and administrative expenses $268,364  $81,056 
         
TOTAL EXPENSES  (268,364)  (81,056)
         
NET OPERATING PROFIT (LOSS)  (87,037)  26,827 
         
OTHER INCOME (EXPENSE)        
Other income  3,400    
Loan interest  (20,684)   
Gain (loss) on debt settlement  10,251    
         
TOTAL OTHER INCOME (EXPENSE)  (7,033)   
         
NET INCOME (LOSS) $(94,070) $26,827 
       
BASIC AND DILUTED LOSS PER COMMON SHARE $(0.00) $(53.65)
         

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED

  33,865,238   500 

 

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

 

F-4F-5
 

FREEBUTTON,

A1 GROUP, INC.

(A Development Stage Company)

 

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM NOVEMBER 27, 2006APRIL 26, 2012 (INCEPTION) TO DECEMBER 31, 20132014

(Audited)

 

   Common Stock   Additional   Share   Deficit Accumulated During the     
   Number of shares   Amount   Paid-in Capital   Subscription Receivable   Development Stage   Total 
Common shares issued for cash – at $0.0000666 per share, December 15, 2006  105,000,000  $105,000  $(98,000)         $7,000 
Share subscription receivable            (7,000)      (7,000)
Net loss for the year ended December 31, 2006              (953)  (953)
Balance, December 31, 2006  105,000,000   105,000   (98,000)  (7,000)  (953)  (953)
Subscription received, March 5, 2007           7,000      7,000 
Net loss for the year ended December 31, 2007              (7,739)  (7,739)
Balance, December 31, 2007  105,000,000   105,000   (98,000)     (8,692)  (1,692)
Common shares issued for cash – at $0.001666 per share  9,300,000   9,300   6,200         15,500 
Common shares issued for cash – at $0.0000666 per share  45,000,000   45,000   (42,000)        3,000 
Net loss for the year ended December 31, 2008              (16,944)  (16,944)
Balance, December 31, 2008  159,300,000   159,300   (133,800)     (25,636)  (136)
Net loss for the year ended December 31, 2009              (20,948)  (20,948)
Balance, December 31, 2009  159,300,000   159,300   (133,800)     (46,584)  (21,084)
Net loss for the year ended December 31, 2010              (19,650)  (19,650 
Balance, December 31, 2010  159,300,000   159,300   (133,800)     (66,234)  (40,734)
Net loss for the year ended December 31, 2011              (18,249)  (18,249)
Balance, December 31, 2011  159,300,000   159,300   (133,800)      (84,483)  (58,983)
Debt forgiveness by related party (Note 3)        54,742         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              (116,741)  (116,741)
Balance, December 31, 2012  33,300,000   33,300   46,942      (201,224)  (120,982)
Common shares issued for services (Note 3)  7,000   7   4,423         4,430 
Common shares issued for cash at $0.25  500,000   500   124,500         125,000 
Net loss for period ended December 31, 2013              (326,827)  (326,827)
Balance, December 31, 2013  33,807,000  $33,807  $175,865  $  $(528,051) $(318,379)
  Common Stock  Additional  Share  Deficit Accumulated During the    
  Number of     Paid-in  Subscription  Development    
  shares  Amount  Capital  Receivable  Stage  Total 
Balances April 26, 2012            
                   
Shares issued to founders during period  500   500   (500)         
                         
Net loss for the year ended December 31, 2012              (24,700)  (24,700)
Balance, December 31, 2012  500   500   (500)     (24,700)  (24,700)
                         
Net loss for the year ended December 31, 2013              26,827   26,827 
Balance, December 31, 2013  500   500   (500)     2,127   2,127 
                         
Adjustment re: Share Exchange Agreement August 14, 2014  33,843,760   33,344   500   60,850   (436,925)  (342,231)
                         
Shares issued for cash on September 25, 2014, at $0.15 per share           22,800      22,800 
Shares issued for cash on October 6, 2014, at $0.15 per share           27,200      27,200 
Promissory notes converted on December 23, 2014 at $0.10 per share  324,000   324   32,076         32,400 
                         
Net loss for period ended December 31, 2014              (94,070)  (94,070)
                         
Balance, December 31, 2014  34,168,260  $34,168  $32,076  $110,850  $(528,868) $(351,774)

 

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

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

F-5

 

FREEBUTTON,A1 GROUP, INC.

(A Development Stage Company)

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

  Year
ended
December 31,
2013
  Year
ended
December 31,
2012
  November 27, 2006 (inception) to December 31, 2013 
          
OPERATING ACTIVITIES            
Net loss for the period $(326,827) $(116,741) $(528,051)
Gain(loss) from discontinued operations  3,818      3,818 
Loss from continuing operating  (330,645)  (116,741)  (531,869)
Adjustments to reconcile net loss to net cash used in operating activities:            
Gain on debt settlement      (10,000)  (10,000)
Depreciation expenses  913   208   1,121 
Common stock issued for service  4,430      4,430 
Changes in operating assets and liabilities:            
Increase (decrease) in accounts payables and accrued liabilities  22,897   (6,300)  53,312 
Increase in other liability  71,750       71,750 
             
NET CASH USED IN CONTINUED OPERATING ACTIVITIES  (230,655)  (132,833)  (411,256)
NET CASH PROVIDED BY DISCONTINUED OPERATING ACTIVITIES  3,719      3,719 
NET CASH USED IN OPERATING ACTIVITIES  (226,936)  (132,833)  (407,537)
             
INVESTING ACTIVITIES            
Furniture and Equipment     (4,122)  (4,122)
Web development costs and acquisitions     (18,845)  (18,845)
NET CASH USED IN INVESTING ACTIVITIES     (22,967)  (22,967)
             
CASH FLOW FROM FINANCING ACTIVITIES            
Proceeds on sale of common stock  125,000      150,500 
Proceed from issuance of convertible promissory note  170,240   145,000   315,240 
Proceeds from related parties  (4,072)  32,472   50,670 
             
NET CASH PROVIDED BY FINANCING ACTIVITIES  291,168   177,472   516,410 
             
NET INCREASE (DECREASE) IN CASH  64,233   21,672   85,906 
             
CASH, BEGINNING  21,674   2    
             
CASH, ENDING $85,906  $21,674  $85,906 
             
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 

 

  Year ended
December 31,
2014
  Year ended
December 31,
2013
 
OPERATING ACTIVITIES        
Net income (loss) for the period $(94,070) $26,827 
Adjustments to reconcile net loss to net cash used in operating activities:        
Accounts receivable  2,067   (2,067)
Inventory  10,573   (24,757)
Changes in operating assets and liabilities:        
Increase (decrease) in accounts payables  (9,337)  1,560 
Increase (decrease) in accrued interest  17,544    
Increase (decrease) in other liability  (30,000)  (4,193)
         
NET CASH USED IN OPERATING ACTIVITIES  (103,223)  (2,630)
         
NET CASH USED IN INVESTING ACTIVITIES        
Cash assumed from share exchange agreement  36,613    
         
NET CASH USED IN INVESTING ACTIVITIES  36,613    
         
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from subscription receivable  50,000    
Proceeds from conversion of promissory notes  32,400    
Proceeds from related parties  4,385   6,232 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  86,785   6,232 
         
NET INCREASE (DECREASE) IN CASH  20,175   3,602 
         
CASH, BEGINNING  3,856   254 
         
CASH, ENDING $24,031  $3,856 
         
SUPPLEMENTAL CASH FLOW INFORMATION        
Cash paid during the period for:        
Interest $  $ 
Income taxes $  $ 
         
Non-cash investing and financing activities        
Promissory note issued for assets and business acquisition $  $ 
Common stock issued for service $  $ 
Debt forgiveness of related party $  $ 

 

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

 

F-6

FREEBUTTON,A1 GROUP, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

DECEMBER 31, 2014

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

FreeButton, Inc. (the “Company” or “FreeButton”)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,Freebutton, Inc. On June 23, 2014 a majority of the shareholders and directors and on November 23, 2014 changed its name from Freebutton, Inc. to A1 Group, Inc.

 

FreeButton,A1 Group, Inc. is now a product development and marketing company catering to the electronic vapour cigarette and accessories industry.

On August 14, 2014, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) which resulted in a Reverse Takeover with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 21,000,000 shares of common stock to all the stockholders of A-1 Vapors,, Inc., a Florida corporation (“A-1 Vapors”), incorporated in the State of Florida, on April 26, 2012. The acquisition has ceasedbeen treated as a recapitalization of Freebutton, Inc. with A-1 Vapors, Inc. as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the consummation of the Share Exchange Agreement A-1 Vapors became a wholly-owned subsidiary of the Company and the electronic cigarette business of offering window blind system products andA-1 Vapors is now intends to operate, through “TheFreeButton.com”, as an instant-win promotion online site where users can click the “Free Button” to instantly winprimary business of the products offered on the Company’s homepage without entering their email.Company.

 

Going concern

To date the Company has generated $5,000 in revenuerevenues from its business operations and has incurred operating losses since inception of $528,051.$528,868. As at December 31, 2013,2014, the Company has a working capital deficit of $340,325.$351,774. 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 increasing sales and 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 December 31, 2013 the Company has issued 150,000,000 shares founders shares at $0.0000667 per share for net proceeds of $10,000 to the Company and 9,300,000 shares private placement shares at $0.001666 per share for net proceeds of $15,500 and 500,000 shares private placement shares 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

 

Segmented Reporting

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

 

Comprehensive Loss

FASB Statement No.Number 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2013,2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Use of Estimates and Assumptions

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

 

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.

 

F-7

FREEBUTTON,A1 GROUP, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

DECEMBER 31, 2014

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 equipment5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. Accumulated depreciation to date on office equipment is $1,121.

Website Development Costs/Domain Names

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

Pursuant to FASB ASC 360, “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.

 

Revenue Recognition

Revenue consistsIt is our policy that revenues are recognized in accordance with ASC 605-10.  Under ASC 605-10, product revenues are recognized when persuasive evidence of commissions earned foran arrangement exists, delivery has occurred, the sale of magazine advertisement, on-line advertisementsales price is fixed and event sponsorship.determinable and collectability is reasonably assured. Revenue is recognized at the time the advertising becomes publicly available orpoint of sale for in person purchases and upon occurrence of the sponsored event.shipping for Internet sales.

 

Loss per Common Share

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

 

Income Taxes

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

 

F-8

FREEBUTTON, INC.Principles of consolidation

(A Development Stage Company)The Company consolidates its 100% owned subsidiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation”. All intercompany transactions and balances have been eliminated.

NOTES TO FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Inventory

We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.

 

Stock-based Compensation

The Company follows FASB ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to Statement of Financial Accounting Standards (“SFAS”)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”), whichNo stock-based compensation 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. Asissued as of December 31, 20132014.

Advertising Costs

The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the Company had issued 7,000 common shares.first time the advertising takes place.

 

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.

 

A1 GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2014

NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT

 

The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of December 31, 2013.

2014.

-Common stock $0.001 par value: 75,000,000 shares authorized: 33,807,00034,168,260 shares issued and outstanding.

 

On December 15, 2006, the Company issued 105,000,000 commonAugust 14, 2014, 21,000,000 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 proceedswere returned to the Company of $15,500.

On June 26, 2012, the Presidentin anticipation 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.acquisition of A1 Vapors, Inc.

 

On August 15, 2012, two shareholders of14, 2014, the Company returned 126,000,000 (pre-split 8,400,000) restrictedentered into a Share Exchange Agreement (the ‘Share Exchange Agreement”) with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 21,000,000 shares of common stock to treasuryall the stockholders of A-1 Vapors, Inc., a Florida corporation (“A-1 Vapors”).

As a result of the Reverse Merger with A-1 Vapors, Inc. and theA1 Group, Inc. (formerly Freebutton, Inc.) carried forward 12,844,260 common shares, were cancelled by the Company.and subscription receivable representing 272,336 common shares valued at $342,231 in net liabilities assumed of A1 Group, Inc. (formerly Freebutton, Inc.) prior to August 14, 2014. 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 sharesnet liabilities consisted of common stock outstanding.$36,613 in cash, $24,749 in accrued liabilities and $354,095 in promissory notes.

 

On August 22, 2012 a majority of shareholders and the directors approved a special resolution to undertake a forward split of the common stock of14, 2014, the Company onconverted $10,851 of debt in Subscription receivables to issue 72,336 common shares through 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.debt conversion agreement at $0.15 per share.

 

On FebruarySeptember 25, 2013,2014, the Company issued 100,000received $22,800 in Subscription receivables to issue 152,000 common shares through a private placement at $0.25$0.15 per share for net proceeds to the Company of $25,000.share.

 

On February 25, 2013October 6, 2014, the Company issued under the 2013 Plan a total of 7,000 common sharesreceived $$27,200 in Subscription receivables to one individual and two companies. Total value received for services rendered was $4,430 (refer Equity Incentive Award Plan).

F-9

FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

NOTE 3 – STOCKHOLDERS’ EQUITY/DEFICIT (continued)

On July 11, 2013, the Company issued 100,000issue 181,333 common shares through a private placement at $0.25$0.15 per share for net proceeds to the Company of $25,000.share.

 

On September 16, 2013,December 23, 2014 the Company issued 300,000324,000 common shares through a private placementin the conversion of $32,400 of Convertible Promissory Note and accrued interest at $0.25$0.10 per share for net proceeds to the Company of $75,000.share.

Private Placement Memorandum

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

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

On November 20, 2013, the Company received $36,750 in Subscription receivables to issue 105,000 common shares through a private placement at $0.35 per share. Share issuance is pending as of December 31, 2013.

Subsequent to the period, on March 4, 2014, the Company not having met the minimum $500,000 net proceeds under the terms of the Private Placement Memorandum the Company returned the total funds of $71,750 to the investors. The 100,000 shares that had been issued were returned to the Company.

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

The Company entered into the following transactions with a related party:

 

On December 15, 2006 the Company issued 105,000,000 shares of common stock at $0.0000666 per share to its sole director and PresidentAs of the Company for cash proceeds of $7,000. On Mayperiod ending December 31, 2014, the CEO has advanced $33,621 and the COO has advanced $1,950 to the Company. The advances are unsecured, non-interest bearing and are payable on demand. Subsequent to the period on January 12, 20082015 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 debtsamount owing to him by the COO was paid in full.

Employment Agreement with its Chief Operating and Chief Executive Officers

On August 15, 2014 A-1 Group, Inc., (the “Company”) signed an initial two (2) year Employment Agreement with it Chief Executive Officer. The Company for all advances/shareholders loans totalling $54,742. All these sums are reflected ashas agreed to a credit to additional-paid-in-capital.salary of $3,500 per month starting September 1, 2014 and a lump sum signing bonus of $10,000 due on August 29, 2014.

 

On August 15, 2012,2014 A-1 Group, Inc., (the “Company”) signed an initial two shareholder(2) year Employment Agreement with it Chief Operating Officer. The Company has agreed to a salary of $3,500 per month starting September 1, 2014.

During the period ending December 31, 2014, the Company returned 126,000,000 (pre-split 8,400,000) restricted sharespaid a total of common stock to treasury$34,500 in management fees.

NOTE 5 – COMMITMENTS

Kiosk Space

The Company began leasing kiosk space in greater Miami in 2013 and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation, as ofrun through 2015. At December 31, 2012 there2014, contractual obligations were 33,300,000 (pre-split 2,220,000) shares of common stock outstanding.as follows:

 

F-10

     ·Period beginning October 1, 2014 to December 31, 2014 - Rent Obligations -$27,327

FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

DECEMBER·Period ending December 31, 20132015 – Rent Obligations -$39,125

  

NOTE 4 – RELATED PARTY TRANSACTIONS (continued)A1 GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2014

 

 

NOTE 5 – COMMITMENTS (continued)

FSC Agreement

On December 31, 2013November 29, 2014 the Company paid shareholders loanentered into an Agreement with FSC Company (“FSC”) to assist with the development of a corporate vision and to build a comprehensive Operating Plan to guide the Company, and to assist in the amountdesigning of $4,072 owed toa strategic sales and marketing plan, with an associated branding strategy. This agreement includes the President of the Company. The amounts due to the related party was unsecured and non- interest-bearing with no set terms of repayment.following;

 

During the year ended December 31, 2013, the Company paid $132,500 in total to two officers of the Company as management fees.

See Note 6 for further discussion of related party transactions.

Term:Six (6) months. Either party may terminate the Agreement after four (4) months with a thirty (30) day advance written notice.
Fees:Initial fee of ten thousand dollars ($10,000) at time this agreement is executed and six thousand ($6,000) per month during the final five (5) months of the engagement period.
Incentives:the Company and FSC agree to establish an incentive plan. The Company has to provide FSC up to five hundred thousand (500,000) shares of common stock in A1Group, Inc. following the initial one hundred and twenty (120) days of the term of this Agreement , so long as items listed in the Agreement have been satisfactory delivered and all terms and conditions of the Agreement have been met.

 

NOTE 56 – CONVERTIBLE PROMISSORY NOTE

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

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

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

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

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

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

F-11

FREEBUTTON, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

NOTE 5 – CONVERTIBLE PROMISSORY NOTE (continued)

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

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

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

 

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

On November 4, 2013December 23, 2014 the Convertible Promissory Note of $10,000 plus accrued interest of $800 were converted to 108,000 restricted common shares of the Company signed a consolidated and extension of all the Company’s existing Promissory Notes and accrued interest as of October 31, 2013. The New total amount of the combined Promissory Note is $285,240.26 ($265,996.50 principal and $19,243.76 accrued interest) with an interest rate of 8% and maturity date of February 9, 2014. The Conversion price share would beat $0.10 unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. In the event the Company does not pay the outstanding balance by February 9, 2014, the interest rate of the Promissory Note increases to 12% per annum.share.

 

On December 23, 2013 the Company signed a Convertible Promissory Note for $20,000, with an interest rate of 8% with a maturity date of December 23, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $180,000 at a differing price. On December 23, 2014 the Convertible Promissory Note of $20,000 plus accrued interest of $1,600 were converted to 216,000 restricted common shares of the Company at $0.10 per share.

 

Subsequent to the period On March 11, 20132014 the Company signed a consolidated and extension of the Company’s Promissory Notes. The New total amount of the combined Promissory Note is $307,266.26 (Promissory Note of $285,240.26 dated November 4, 2013 and Promissory Note of $22,026 dated February 28, 2014) with an interest rate of 8% and maturity date of August 28, 2014. . The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. In the event the Company does not pay the outstanding balance by August 28, 2014, the interest rate of the Promissory Note increases to 12% per annum. The promissory note is in default and the 12% interest rate is in effect. (Refer to Note 9 – Subsequent Events).

 

F-12

FREEBUTTON, INC.On June 20, 2014 the Company signed a Convertible Promissory Note for $16,828.56, with an interest rate of 8% with a maturity date of December 20, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $152,000 at a differing price. (Refer to Note 9 – Subsequent Events).

(A Development Stage Company)

The conversion of the Promissory Note(s) is contingent upon an “Event Default” and the Promissory Note is not currently convertible. If the Promissory Note does become convertible the non-cash expense to the Company is dependent on the trading value of the Company’s stock on the day of conversion and the $0.10 conversion price. The estimated non-cash expense if the Promissory notes had been converted as of December 31, 2014 would have been $678,735.

Subsequent to the period on January 16, 2015 an agreement was reached whereby the Convertible Promissory Note of $307,266.26 dated March 11, 2014 and $16,828.56 dated June 20, 2014 would be converted to 1,473,161 common shares of A1 Group, Inc. without restrictive legend. Upon deliverance of the share certificate they will be no further obligations under the convertible promissory notes. As of the filing date of the Company’s10-K the certificate had not yet be delivered.

A1 GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2013

DECEMBER 31, 2014

 

NOTE 67 – ASSET AND BUSINESS ACQUISITION

 

A1 Vapors, Inc. – Share Exchange Agreement

On July 11, 2013, the CompanyAugust 14, 2014 FreeButton (now known as “A1 Group, Inc.”) entered into an Assets and Business Acquisition Agreementexchange agreement (the “Acquisition“Exchange Agreement”) with Media RhythmA1 Vapors, Inc. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors, Inc. received 21,000,000 newly-issued shares of FreeButton’s Common Stock in exchange for all of A1 Vapor’s outstanding Common Stock. A1 Vapors, Inc. has become a wholly-owned subsidiary of A1 Group, Inc. (“Media Rhythm”) to acquire all of the assets in connection to the business of Media Rhythm (the “Assets”)(formerly known as FreeButton).

Media Rhythm operates The acquisition has been treated as a marketing and advertising business that primarily caters to sports media such as magazines and websites. James Lynch, President, Chief Executive Officer, Secretary, and Directorrecapitalization of the Company is President andwith Al Vapors as the sole shareholder of Media Rhythm (James Lynch is also President and Chief Executive Officer of FreeButton, Inc.)

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

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

NOTE 7 – DISCONTINUED OPERATIONS

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

Reverse Merger rules. As a result of the reversalproposed consummation of the AssetShare Exchange Agreement A1 Vapors, Inc. will become a wholly-owned subsidiary of the Company and Business Acquisition Agreement there was a net gain to FreeButtonthe electronic vapour cigarette industry will become the primary business of $3,818.the company.

 

NOTE 8 – DISTRIBUTION AGREEMENT

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

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

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

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

F-13

NOTE 9 – INCOME TAXES

 

For the years ended December 31, 20132014 and 2012,2013, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 20132014 and 2012,2013, the Company had approximately $110,992$32,925 and $40,859$nil of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2026. The provision for income taxes consisted of the following components for the years ended December 31:

 

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:

 

 December 31  December 31 
 2013  2012  2014  2013 
Deferred tax assets:                
Net operating loss carry forwards $112,839  $40,859  $32,925  $nil 
Valuation allowance  (112,839)  (40,859)  (32,925)  (nil) 
Total deferred tax assets $  $  $  $ 

 

The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $32,925 and 2012 was $114,389 and $40,859$nil respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 20132014 and 2012,2013, and recorded a full valuation allowance.

 

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31:

 

 20132014 & 20122013
  
Federal statutory tax rate(35.0%)(35.0) %
Permanent difference and other35.0%35.0 %

A1 GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

DECEMBER 31, 2014

 

NOTE 109 – SUBSEQUENT EVENTS

 

Convertible Promissory Note

On February 28 the Company signed a Convertible Promissory Note for $22,026, with an interest rate of 8% with a maturity date of August 28, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $198,234 at a differing price.

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

F-14

NOTE 10 – SUBSEQUENT EVENTS (continued)

Private Placement MemorandumRedeemable Notes

Subsequent to the period on March 4, 2014,January 8, 2015 the Company not having met the minimum $500,000 net proceeds under the termsentered into two (2) 8% Convertible Redeemable Note each for $26,500 (total of $53,000). Term is for one (1) year due January 8, 2016. Details of the Private Placement Memorandum the Company returned the total funds of $71,750 to the investors. The 100,000 shares that had been issued were returned to the Company. (Refer Note 3)Notes as follows;

 

Conversion Discount:The principal and accrued interest under the Notes will be convertible into shares at a 50% discount to the lowest closing bid and price with a 15 day look back.
Prepayment Option:During the first 180 days the Notes are in effect may be prepaid with a prepayment premium equal to 150% of the principal outstanding plus accrued interest. The Notes cannot be prepaid after the 180th day.
Expenses:The Investor(s) will deduct legal fees of $1,500 from each Note (total of $3,000).

Asset and Business Acquisition

Convertible Promissory Notes

Subsequent to the period on January 16, 2015 an agreement was reached whereby the Convertible Promissory Note of $307,266.26 dated March 5,11, 2014 and $16,828.56 dated June 20, 2014 would be converted to 1,473,161 common shares of A1 Group, Inc. without restrictive legend. Upon deliverance of the share certificate there will be no further obligations under the consent of both parties the Asset and Business Acquisition Agreement signed on July 11, 2013 was reversed. The reversalconvertible promissory notes. As of the transaction is reflected infiling date of the financial statements dated December 31, 2013. (Refer Note 6 and Note 7)Company’s10-K the certificate had not yet be delivered.

 

 

 

F-15F-13