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6. Asset and Business Acquisition
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6 Months Ended |
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Jun. 30, 2014
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| Business Combinations [Abstract] | |
| ASSET AND BUSINESS ACQUISITION |
Media Rhythm Group, Inc. On July 11, 2013, the Company entered into an Assets and Business Acquisition Agreement (the Acquisition Agreement) with Media Rhythm Group, Inc. (Media Rhythm) to acquire all of the assets in connection to the business of Media Rhythm (the Assets). Media Rhythm operates a marketing and advertising business that primarily caters to sports media such as magazines and websites. James Lynch, President, Chief Executive Officer, Secretary, and Director of the Company, is President and the sole shareholder of Media Rhythm (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), and in return, issued a promissory note dated July 11, 2013 to Media Rhythm with the principal amount equal to the Purchase Price (the Note). Under the Note, the Purchase Price shall be paid by the Company to Media Rhythm in twenty-four (24) equal monthly installments commencing on August 1, 2013 (On August 2, 2013 the commencement date was changed to September 1, 2013), (the present value of $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 Companys 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.
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.
A1 Vapors, Inc. On April 11, 2014 FreeButton, Inc., announced that it has entered into a non-binding Letter of Intent (LOI) to acquire A1 Vapors, Inc.(A1 Vapors) a product development and marketing firm catering to the electronic vapour cigarette industry. Under the terms of the LOI FreeButton will purchase all of the assets of A1 Vapors. Consideration for the purchase will be approximately 21 million restricted shares of Freebutton common stock. On May 23, 2014 FreeButton entered into an exchange agreement (the Exchange Agreement) with A1 Vapors. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors will receive 21,000,000 newly-issued shares of FreeButtons Common Stock in exchange for all of A1 Vapors outstanding Common Stock. Upon completion of the proposed transaction, A1 will become a wholly-owned subsidiary of FreeButton. The closing date is expected to be on or before September 30, 2014. The proposed acquisition will be treated as a recapitalization of the Company with Al Vapors as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the proposed consummation of the Share Exchange Agreement A1 Vapors will become a wholly-owned subsidiary of the Company and the electronic vapour cigarette industry will become the primary business of the company. |