UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2013~~2014

o ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number:

Discount Coupons Corporation

(Exact name of Registrant as specified in its charter)

Florida		27-3261246
(State of incorporation)		(IRS Employer ID Number)

~~5584~~3225 S. ~~Rio~~Macdill ~~Vista~~Ave. ~~Drive,~~Suite ~~Clearwater~~#129 - 198 Tampa, Florida ~~33760~~33629

(Address of principal executive offices)

Telephone (~~727~~919) ~~324~~610-~~0161~~4400

(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

All Correspondence to:

~~Frederick M~~Craig A. ~~Lehrer~~Huffman, Esquire

~~Attorney and Counselor at~~ Securus Law Group

~~285~~13046 Racetrack ~~Uptown~~ Road, ~~402~~Number 243

~~Altamonte Springs~~Tampa, Florida ~~32701~~33626

Office: (~~321~~888) ~~972~~914-~~8060~~4144

~~Cell~~Email: ~~(561) 706-7646~~ craig@securuslawgroup.com

~~Email:~~Indicate by ~~flehrer@securitiesattorney1~~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.~~com~~ Yes ☐ No ☒

~~Website:~~Indicate by ~~www~~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 (ss.~~securitiesattorney1~~232.~~com~~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 ☒ No ☐

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company x☒ (Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o ☐ No x ☒

As of ~~November~~August 1125, ~~2013~~2014, there were 2126,~~242~~891,~~635~~616 shares of common stock, par value $0.00001 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:	1
	Consolidated Statements of Financial Condition at September 30, 2013 (unaudited) and December 31, 2012	F-1
	Balance Sheets at March 31, 2014 (Unaudited) and December 31, 2013	3
	Consolidated Statements of Operations for the nine months and quarters ended September 30, 2013 and 2012 and from August 16, 2010 (Inception) to September 30, 2013 (unaudited)	F-2
	Statements of Operations for the three months ended March 31, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to March 31, 2014 (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the quarter ended September 30, 2013 and from August 16, 2010 (Inception) to September 30, 2013 (unaudited)	F-3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (Unaudited) and from August 16, 2010 (Inception) to March 31, 2014 (Unaudited)	5
	Consolidated Statements of Cash Flows for the nine months period ended September 30, 2013 and September 30, 2012 and from August 16, 2010 (Inception) to September 30, 2013(unaudited)	F-4
	Notes to consolidated financial statements	6
	Notes to consolidated financial statements	F-5 - F-17
Item 1A.	Risk Factors	17
Item 1A.	Risk Factors	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	19
Item 4.	Controls and Procedures	7
PART II
Item 1.	Legal Proceedings	7
Item 6.	Exhibits	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Signatures		21
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	8
Signatures		9

~~Item 1. Financial Statements~~-2-

~~INDEX~~DISCOUNT COUPONS ~~TO FINANCIAL STATEMENTS~~CORPORATION

Financial Statements
Statements of Financial Condition at September 30, 2013 (unaudited) and December 31, 2012	F-1
Statements of Operations for the nine months and quarters ended September 30, 2013 and 2012 and from August 16, 2010 (Inception) to September 30, 2013 (unaudited)	F-2
Statements of Changes in Stockholders’ Equity (Deficit) for the year ended September 30, 2013 and from August 16, 2010 (Inception) to September 30, 2013 (unaudited)	F-3
Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 and from August 16, 2010 (Inception) to September 30, 2013 (unaudited)	F-4
Notes to Financial Statements	F-5

(a Development Stage Company)

~~-1-~~Balance Sheets

DISCOUNT COUPONS CORPORATION
	March 31,			December 31,
(a Development Stage Company)
	2014			2013
Balance Sheets
	(Unaudited)
	September 30,			December 31,
	2013			2012
	(unaudited)
ASSETS
Current assets
Cash	$	7712,~~333~~656		$	845,~~187~~172
Deposits and prepaids		1,174,236			11,389
Accounts receivable		5,916			-
					.
Deposits and prepaids		26,129			16,349
Total current assets		144,~~251,569~~701			9521,~~576~~521
Property and equipment, net of accumulated depreciation		315,687			13,731
Property and intangible assets, net of accumulated depreciation		87,765			31,821
Total assets	$	1,567,256		$	109,307
Goodwill		421,187			374,241
Total assets	$	553,653		$	427,583
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	~~234~~303,~~157~~266		$	~~119~~249,~~239~~773
Current portion of long-term debt		-			422,646
Accrued expenses		324,346			216,459
Short-term loans, less related discount (Note 5)		-			199,471
Convertible bridge loans, less related discount		119,000			119,000
Short-term loans		310,000			-
Convertible notes payable		265,000			190,000
Accrued expenses		84,657			109,061
Total current liabilities		1,011,612			775,232
Total current liabilities		628,814			850,417
Notes payable, net of unamortized discount of $24,854 at
December 31, 2012, less current portion (Note 6)		-			-
Total liabilities		628,814			850,417
Stockholders' equity (deficit)
Preferred stock, $0.00001 par value, 2,000,000 shares
Preferred stock, $0.00001 par value, 2,000,000 shares authorized; no shares issued and outstanding		-			-
authorized; no shares issued and outstanding		-			-
Common stock, $0.00001 par value; 50,000,000 shares authorized, 25,448,085 and 21,586,804 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively		258			217
Common stock, $0.00001 par value; 30,000,000 shares
Additional paid-in capital		8,554,186			7,588,510
authorized, 21,354,302 and 10,994,823 shares issued and
Deficit accumulated during the development stage		(9,012,403	)		(7,936,376	)
outstanding at September 30, 2013 and December 31, 2012, respectively		213			109
Total stockholders' equity (deficit)		(457,959	)		(347,649	)
Additional paid-in capital		5,553,697			1,083,585
Total liabilities and stockholders' equity (deficit)	$	553,653		$	427,583
Deficit accumulated during the development stage		(4,615,468	)		(1,824,804	)
Total stockholders' equity (deficit)		938,442			(741,110	)
Total liabilities and stockholders' equity (deficit)	$	1,567,256		$	109,307

The accompanying notes are an integral part of these financial statements

F-13-

DISCOUNT COUPONS CORPORATION
(a Development Stage Company)
Statements of Operations
(Unaudited)
													Period From
													August 16, 2010
	For the Three Months Ended						For the Nine Months Ended						(Inception) to
	September 30,						September 30,						September 30,
	2013			2012			2013			2012			2013
Revenues	$	9,025		$	31,409		$	32,214		$	80,382		$	266,742
Sales returns		-		$	-			(20,000	)	$	-			(20,000	)
Cost of sales		-			-			-			(1,500	)		(29,985	)
Gross profit		9,025			31,409			12,214			78,882			216,757
Operating Expenses
Research and development		-			-			-			2,340			58,273
Professional Fees		1,292,668			43,916			2,073,600			211,291			2,504,796
Selling		19,660			57,802			252,486			174,432			698,931
General and administrative		61,557			88,521			397,717			583,351			1,349,500
Total expenses		1,373,885			190,239			2,723,803			971,414			4,611,500
Net operating income		(1,364,860	)		(158,830	)		(2,711,589	)		(892,532	)		(4,394,743	)
Other income (expense)
Interest expense		(23,630	)		(17,290	)		(79,075	)		(51,493	)		(220,725	)
Total other income (expense)		(23,630	)		(17,290	)		(79,075	)		(51,493	)		(220,725	)
Net income (loss) before income taxes		(1,388,490	)		(176,120	)		(2,790,664	)		(944,025	)		(4,615,468	)
Provision for income taxes		-			-			-			-			-
Net income (loss)	$	(1,388,490	)	$	(176,120	)	$	(2,790,664	)	$	(944,025	)	$	(4,615,468	)
Net loss per weighted share, basic and fully diluted	$	(0.08	)	$	(0.02	)	$	(0.21	)	$	(0.09	)
Weighted average number of common
shares outstanding, basic and fully diluted		17,700,408			10,290,690			13,363,563			10,628,750

DISCOUNT COUPONS CORPORATION

(a Development Stage Company)

Statements of Operations

(Unaudited)

							Period From
	For the Three Months Ended						August 16, 2010 (Inception) to
	March 31,						March 31,
	2014			2013			2014
				Restated
Revenues:
Coupon revenue	$	1,096		$	13,198		$	259,260
Service revenue		42,767			-			73,609
Sales returns		-			-			(20,000	)
Cost of sales		(100	)		-			(28,019	)
Gross profit		43,763			13,198			284,850

Operating expenses:
Research and development		-			-			86,356
Professional fees		892,236			55,173			5,197,087
Selling		32,418			54,381			1,354,010
General and administrative		149,252			107,782			1,518,316
Total expenses		1,073,906			217,336			8,155,769

Net operating (loss)		(1,030,143	)		(204,138	)		(7,870,919	)

Other income (expense):
Interest expense		(33,375	)		(57,752	)		(542,436	)
Loss on extinguishment of debt		(18,213	)		-			(681,172	)
Forgiveness of accrued interest		5,704			-			82,124
Total other income (expense)		(45,884	)		(57,752	)		(1,141,484	)

Net (loss)	$	(1,076,027	)	$	(261,890	)	$	(9,012,403	)

Net loss per share, basic and fully diluted		(0.05	)	$	(0.02	)
Weighted average number of common shares outstanding, basic and fully diluted		23,499,407			10,994,823

The accompanying notes are an integral part of these financial statements

F-24-

DISCOUNT COUPONS CORPORATION
(a Development Stage Company)
Statement of Changes in Stockholders’ Equity (Deficit)
Statements of Cash Flows
For the Period August 16, 2010 (Inception) to September 30, 2013
(Unaudited)
															Deficit
							Period From August 16, 2010
															Accumulated
	For the Three Months Ended						(Inception) to
												Additional			During
	March 31,						March 31,
	Common Stock						Treasury Stock					Paid-In			Development
	2014			2013			2014
	Shares			Amount			Shares			Amount		Capital			Stage			Total
				Restated
Issuance of common stock on August 16, 2010		5,297,632		$	53			-		$	-	$	(53	)	$	-		$	-
Cash flows from operations
Shareholder contribution to treasury stock		(165,551	)		-			165,551			-		-			-			-
Net (loss)	$	(1,076,027	)	$	(261,890	)	$	(9,012,403	)
Sale of treasury and common stock, net of expenses		1,489,959			14			(165,551	)		-		65,902			-			65,916
Adjustment to reconcile net loss to net cash:
Net loss		-			-			-			-		-			(131,186	)		(131,186	)
Depreciation and amortization		3,356			3,096			42,685
Balance, December 31, 2010		6,622,040			67			-			-		65,849			(131,186	)		(65,270	)
Stock, options and warrants issued for services		819,995			15,000			5,717,014
Shareholder contribution to treasury stock		(375,801	)		-			375,801			-		-			-			-
Stock issued in lieu of refund		-			-			20,000
Stock issued in exchange for services		285,377			-			-			-		3,448			-			3,448
Interest expense		27,000			44,066			459,341
Sale of treasury and common stock, net of expenses		3,349,024			33			(375,801	)		-		222,188			-			222,221
Loss on extinguishment of debt		18,213			-			681,172
Stock options issued		-			-			-			-		55,837			-			55,837
Forgiveness of accrued interest		(5,704	)		-			(82,124	)
Stock options exercised		66,220			-			-			-		800			-			800
Changes in operating assets and liabilities:
Net loss		-			-			-			-		-			(593,247	)		(593,247	)
Accounts receivable		(5,916	)		-			(5,916	)
Balance, December 31, 2011		9,946,860			100			-			-		348,122			(724,433	)		(376,211	)
Deposits and prepaid expenses		(9,780	)		(8,750	)		(26,129	)
Sale of common stock		775,463			7			-			-		294,193			-			294,200
Accounts payable and accrued expenses		176,093			45,555			567,268
Stock issued in exchange for services		272,500			2			-			-		21,798			-			21,800
Net cash used for operating activities		(52,770	)		(162,923	)		(1,639,092	)
Stock options issued		-			-			-			-		411,366			-			411,366
Cash flows from investing activities
Warrants issued		-			-			-			-		8,106			-			8,106
Net cash received in asset acquisition		2,754			-			47,987
Net loss		-			-			-			-		-			(1,100,371	)		(1,100,371	)
Purchases of computer equipment and software		-			-			(37,150	)
Balance, December 31, 2012		10,994,823			109			-			-		1,083,585			(1,824,804	)		(741,110	)
Net cash provided by investing activities		2,754			-			10,837
Warrants issued		-			-			-			-		3,736			-			3,736
Cash flows from financing activities
Stock options issued		-			-			-			-		697,550			-			697,550
Proceeds from sale of treasury and common stock		7,500			-			839,111
Sale of stock		329,999			3			-			-		195,997			-			196,000
Proceeds from borrowings on notes payable		50,000			90,000			813,000
Stock issued in exchange for services		1,425,000			14			-			-		710,986			-			711,000
Proceeds from exercise of stock options		-			-			800
																			-
Principal payments on notes payable		-			-			(12,000	)
Stock issued for asset acquisitions		700,000			7								349,993						350,000
Net cash provided by financing activities		57,500			90,000			1,640,911
Stock issued for consulting		1,900,000			19								949,981			-			950,000
Net increase (decrease) in cash		7,484			(72,923	)		12,656
Stock issued as sales refund		52,632			1			-			-		19,999			-			20,000
Cash, beginning of period		5,172			84,187			-
																			-
Cash, end of period	$	12,656		$	11,264		$	12,656
Notes and accrued interest converted to stock		1,171,848			12								585,918						585,930
Supplemental disclosures:
Stock bonus		4,780,000			48			-			-		955,952			-			956,000
Cash paid during the period for:
Net loss		-			-			-			-		-			(2,790,664	)		(2,790,664	)
Interest	$	-		$	-		$	-
Balance, September 30, 2013		21,354,302		$	213			-		$	-	$	5,553,697		$	(4,615,468	)	$	938,442
Income taxes	$	-		$	-		$	-
Non-cash investing and financing transactions:
Common stock issued for asset acquisitions	$	9,000		$	-		$	390,241
Notes payable converted into common stock	$	75,000		$	-		$	584,502

The accompanying notes are an integral part of these financial statements

F-35-

DISCOUNT COUPONS CORPORATION
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)
							Period From
							August 16, 2010
	For the Nine Months Ended						(Inception) to
	September 30,						September 30,
	2013			2012			2013
Cash flows from operations
Net (loss)	$	(2,790,664	)	$	(944,025	)	$	(4,615,468	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		9,285			9,288			32,704
Stock-based compensation		817,550			415,997			1,284,753
Stock, options and warrants issued for services		2,497,750			21,800			2,522,998
Stock issued in lieu of refund		20,000			-			20,000
Accretion of discount on debt		34,619			27,880			121,718
Changes in operating assets and liabilities:
Accounts receivable		-			5,050			-
Deposits and prepaid expenses		(1,162,847	)		(3,489	)		(1,174,236	)
Accounts payable and accrued expenses		90,514			93,480			318,813
Net cash used for operating activities		(483,793	)		(374,019	)	$	(1,488,718	)
Cash flows from investing activities
Net cash received in asset acquisition		45,233			-			45,233
Accounts payable assumed in asset acquisition		(6,474	)					(6,474	)
Purchases of computer equipment and software		-			-			(37,150	)
Net cash provided by investing activities		38,759			-			1,609
Cash flows from financing activities
Proceeds from sale of treasury and common stock, net of expenses		196,000			294,200			769,233
Payment of accrued interest with common stock		76,430			-			76,430
Proceeds from borrowings on notes payable		175,750			25,000			728,779
Principal payments on notes payable		(10,000	)		-			(10,000	)
Net cash provided by financing activities		438,180			319,200			1,564,442
Net increase (decrease) in cash		(6,854	)		(54,819	)		77,333
Cash, beginning of period		84,187			55,000			-
Cash, end of period	$	77,333		$	181		$	77,333
Supplemental disclosures:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Non-cash investing and financing transactions:
Common stock, options and warrants issued for services	$	2,497,750		$	21,800		$	1,606,998
Common stock issued for asset acquisitions	$	350,000		$	-		$	350,000
Notes payable and accrued interest converted into common stock	$	585,930		$	-		$	585,930

The accompanying notes are an integral part of these financial statements

F-4

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO ~~FINANCIAL~~UNAUDITED ~~STATEMENTS~~FINANCIALSTATEMENTS

MARCH 31, 2014

1.	Nature of operations

Discount Coupons Corporation (the “Company”) provides web-based advertising and promotion services to the business and consumer community through various websites. Revenue is generated from the sale of discount coupons from its merchant clients to customers registering on the website to receive offers via e-mail. The Company operates globally via the Internet. The Company also manages other daily deal websites for a percentage of revenue.

The Company is a Florida corporation and was organized in August, 2010. Through ~~September~~March 31, ~~2013~~2014, the Company has been primarily engaged in developing its website and a base of merchant voucher offerings for consumer consumption, recruiting personnel, raising capital, and identifying similar companies for acquisition.

The Company is a new enterprise in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. This stage is characterized by significant expenditures for the design and development of the Company’s offerings. Once the Company’s planned principal operations commence, its focus will be on marketing vouchers to the general public through direct marketing and third-party partnerships and affiliations.

2.	Going concern

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has primarily devoted its efforts to the development and implementation of its web-based business. Operations have been funded through the private placement of equity securities and debt financing. These successful funding efforts have allowed the Company to reach its current state of development despite incurring losses typical with an emerging technology ~~Company~~company. ~~For~~At March ~~the~~31, ~~nine~~2014, ~~months~~the ~~ended~~Company ~~September~~had 30$12,656 ~~2013~~in cash and ~~2012~~$966,911 in negative working capital. Additionally, for the three months ended March 31, 2014, the Company incurred a net ~~losses~~loss of $21,~~790~~076,~~664 and $944,025, respectively~~027.

Management anticipates incurring additional losses prior to reaching a positive operating cash flow and intends to finance its operations through additional notes payable and equity funding. Significant additional funding is needed. The Company is in the process of raising capital but there are no assurances such funding will be available.

If adequate funding cannot be obtained, the Company may be unable to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. ~~Summary~~Basis of ~~significant accounting policies~~presentation

~~Basis~~The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Presentation~~America ("GAAP") for interim financial information and Rule 8.03 of Regulation S-X. The accompanying condensed financial statements do not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of Discount Coupons Corporation for the year ended December 31, 2013. When used in these notes, the terms “Discount Coupons”, “Company”, “we,” “us” or “our” mean, Discount Coupons Corporation. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014.

~~The~~Use ~~financial statements have been prepared in conformity with accounting principles generally accepted in the United States~~ of ~~America (“GAAP”).~~Estimates

~~Cash~~The preparation of financial statements in conformity with GAAP requires management to make estimates and ~~Cash~~assumptions ~~Equivalents~~that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting estimates include accounting for stock based compensation and the valuation and impairment of intangible assets and goodwill.

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk.Restatement

~~F-5~~The Company has restated its financial statements for the three months ended March 31, 2013 (see Note 12).

-6-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO ~~FINANCIAL~~UNAUDITED ~~STATEMENTS~~FINANCIALSTATEMENTS

3.MARCH ~~Summary~~31, ~~of significant accounting policies (continued)~~2014

Computer Equipment and Software

Computer equipment and software are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of three (3) to five (5) years.

Long-Lived Assets

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. There were no impairment charges during the nine months ended September 30, 2013 and 2012.

Valuation of Investments in Securities at Fair Value – Definition and Hierarchy

In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases,

F-6

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

3. Summary of significant accounting policies (continued)

Valuation of Investments in Securities at Fair Value – Definition and Hierarchy (continued)

the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular instruments. Changes in assumptions or in market conditions could significantly affect the estimates. The carrying amount of our financial assets and liabilities approximates fair value.

Revenue Recognition

Sales of coupons are recognized at the time of the sale for the face value of the coupon less the amount due the merchant. Consulting revenue is recognized in the period services are performed and collectability is reasonably assured. Revenue is reduced by estimated customer refunds.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax asset and liabilities are computed for the differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Advertising and promotion expense was $13,618 and $13,935 for the periods ending September 30, 2013 and 2012, respectively.

F-7

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

3. Summary of significant accounting policies (continued)

Receivables and Credit Policies

The Company’s accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from invoice date. Accounts receivable are stated at the amount billed to the customer, less management’s best estimate of an allowance for doubtful accounts and an estimate for sales returns. No interest is applied to past due accounts. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice.

Loss Per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The Company’s common stock equivalents are as follows:

Stock-Based Compensation

	For the three months ended March 31,
	2014		2013
Common shares indexed to stock options		6,083,746		4,090,746
Common shares indexed to warrants		2,441,840		1,811,840
Common shares indexed to convertible instruments		778,000		594,000
		9,303,586		6,496,586

~~The~~Recently issued ~~Company~~Accounting complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions and requires an entity to measure 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). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments is estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Based on stock options that vested, the Company recorded compensation expense of approximately $207,550 and $286,000 during the nine months ended September 30, 2013 and 2012. The Company recognized $610,000 in compensation expense for direct stock grants to employees during the nine months ended September 30, 2013.Pronouncements

~~Nonemployee~~The Company ~~awards~~does not believe that any recently issued or proposed accounting pronouncements not yet adopted will have a material impact on the financial statements.

The fair value of equity instruments issued to a nonemployee is measured by using the stock price and other measurement assumptions as of the date of either: (i) a commitment for performance by the nonemployee has been reached; or (ii) the counterparty’s performance is complete4. ~~Expenses~~ ~~related~~Equipment ~~to nonemployee awards are generally recognized in the same period as the Company incurs the related liability for goods~~ and services received. The Company recorded stock compensation of approximately $1,341,503 and $130,000 during the nine months ended September 30, 2013 and 2012 related to consulting and other professional services. Additionally, stock and stock options valued at $1,156,247 were issued for future services, which is shown in prepaid expenses.software

~~F-8~~Computer equipment and intangible assets, net, consisted of the following:

	March 31,			December 31,
	2014			2013

Office equipment	$	896		$	896
Purchased mailing lists and trademarks		93,300			34,000
Software		36,254			36,254
		130,450			71,150
Less: accumulated depreciation and amortization		(42,685	)		(39,329	)
	$	87,765		$	31,821

Depreciation and amortization expense was $3,356 and $3,096 for the three months ended March 31, 2014 and 2013, respectively.

-7-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

3.MARCH ~~Summary~~31, ~~of significant accounting policies (continued)~~2014

~~Stock-based~~5. ~~compensation~~Business ~~expense~~Combinations

~~Stock-based~~2014 compensation consists of stock options and stock issued to employees, directors, and consultants. Compensation expense is calculated on the fair value of the instrument at the time of grant and is recognized ratably over the service period based on the number of awards that vest over time and in the period of grant for awards that vest immediately (See above, Stock-Based Compensation). The expense resulting from share-based payments is recorded in professional fees, selling, or general administrative expense depending on the nature of the service providedAcquisitions

~~Recently~~Go ~~Adopted~~Charleston ~~Accounting~~Deals, ~~Pronouncements~~LLC

On ~~June~~March 1631, ~~2011~~2014, the ~~FASB~~Company ~~issued~~completed ~~ASU~~its acquisition ~~No.~~of ~~2011-05,~~the ~~“Presentation~~operations of ~~Comprehensive~~Go ~~Income~~Charleston ~~(Topic~~Deals, ~~220~~LLC (“GCD”),” which ~~requires~~operates ~~companies~~a toDaily ~~report~~Deal ~~total~~site ~~net~~focusing ~~income,~~on ~~each component of comprehensive income,~~ merchants and ~~total~~clients ~~comprehensive~~in ~~income on~~ the ~~face of the income statement~~Charleston, orSouth asCarolina ~~two consecutive statements~~market. The ~~components~~Company ofissued ~~comprehensive~~a ~~income will not be changed~~$50,000 ~~nor~~convertible ~~does~~note ~~the~~in ~~ASU~~exchange ~~affect~~for ~~how~~GCD’s assets, ~~earnings~~which ~~per~~include ~~share~~mailing islists ~~calculated~~and orother ~~reported~~intangibles. ~~These~~In ~~amendments~~addition ~~will~~to bethe ~~reported~~note, ~~retrospectively upon adoption. The adoption of~~ the ~~ASU~~company is ~~not~~contingently ~~expected~~required to ~~have~~issue the afollowing ~~material~~common ~~impact~~stock ~~on the Company.~~consideration:

In· ~~May 2011~~25,000 ~~the~~shares ~~FASB~~if ~~issued~~GCD’s angross ~~accounting~~billings ~~standard~~exceed ~~update~~$100,000 ~~which works to achieve common fair value measurement and disclosure requirements~~ in ~~GAAP~~the ~~and~~first ~~International~~12 ~~Financial~~months ~~Reporting~~after ~~Standards.~~closing; ~~The~~plus ~~update~~· ~~both~~25,000 ~~clarifies~~shares ~~the~~if ~~FASB~~GCD’s ~~intent~~gross ~~about~~billings ~~the~~exceed ~~application of existing fair value guidance~~$150,000 ~~and~~for ~~also~~the ~~changes~~same ~~certain~~12 ~~principles~~month ~~regarding~~period; ~~measurement~~plus ~~and~~· ~~disclosure. The~~25,000 ~~update~~shares isif ~~effective~~GCD’s ~~prospectively~~gross ~~and~~billings isexceed ~~effective~~$200,000 for ~~annual~~the ~~periods~~same ~~beginning~~12 ~~after~~month ~~December~~period; ~~15,~~plus ~~2011.~~· ~~Early~~25,000 ~~application~~shares isif ~~permitted~~GCD’s ~~for~~gross ~~interim~~billings ~~periods~~exceed ~~beginning after December 15~~$250,000 ~~2011.~~for ~~The Company is currently evaluating~~ the ~~effect~~same ~~the~~12 ~~update~~month ~~will have on its financial statements.~~period

~~In January 2010, the FASB issued an accounting standard update on fair value measurements and disclosures.~~ The ~~update~~Company ~~requires~~does ~~more~~not ~~robust~~believe ~~disclosures~~that ~~about~~it ~~(1)~~will ~~the~~be required ~~different~~to ~~classes~~issue ~~of assets and liabilities measured at fair value, (2)~~ the ~~valuation~~additional ~~techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3~~shares. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009; except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this update did not have an effect on the Company’s financial statements.

The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All ~~guidance~~Deals ~~contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered~~Local, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.LLC

~~F-9~~On March 31, 2014, the Company completed its acquisition of the operations of All Deals Local, LLC (“ADL”), a Daily Deal site focusing on merchants and clients in the Three Village/Port Jefferson area of Long Island, New York. The Company issued a $50,000 convertible note and 50,000 shares of common stock in exchange for ADL’s assets, which include cash, mailing lists, and other intangibles. In addition to the note, the company is contingently required to issue the following common stock consideration:

· 25,000 shares if GCD’s gross billings exceed $75,000 in the first 12 months after closing; plus

· 25,000 shares if GCD’s gross billings exceed $100,000 for the same 12 month period;

The Company does not believe that it will be required to issue the additional shares.

The results of operations for GCD and ADL are included in the Statements of Operations from the date of acquisition. In connection with these transactions, the consideration paid, the assets acquired, and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table.

	GCD		ADL
Fair value of total consideration paid:
Common stock issued upon closing (1)	$	-	$	9,000
Convertible note		50,000		50,000
		50,000		59,000

Fair value of identifiable assets acquired:
Intangible assets (mailing lists)		32,600		26,700
Cash		-		2,754
Total assets acquired		32,600		29,454

Fair value of liabilities assumed:
Merchant payables		-		-
Unredeemed coupons		-		-
Other liabilities		-		-
Total liabilities assumed		-		-

Fair value of net identifiable assets (liabilities) acquired		32,600		29,454

Goodwill resulting from transaction	$	17,400	$	29,546

(1) The common stock issued to ADL was valued at $0.18 per share, which was the quoted market price on the date of acquisition.

-8-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

3.MARCH ~~Summary~~31, ~~of significant accounting policies (continued)~~2014

~~Use~~5. ofBusiness ~~Estimates~~Combinations (continued)

~~The~~Goodwill ~~preparation~~ of ~~financial~~$17,400 ~~statements~~and in$29,546 ~~conformity~~for ~~with~~GCD ~~GAAP~~and ADL, ~~requires~~respectively, ~~management~~was torecorded ~~make~~after ~~estimates~~adjusting ~~and~~for ~~assumptions~~the ~~that~~fair ~~affect~~value ~~certain~~of ~~reported~~net ~~amounts~~identifiable of assets ~~and~~acquired. The ~~liabilities~~goodwill at from the ~~date~~acquisition ofrepresents the ~~financial~~inherent ~~statements,~~long-term asvalue ~~well~~anticipated asfrom ~~their~~the ~~related~~synergies ~~disclosures. Such~~and ~~estimates~~business ~~and~~opportunities ~~assumptions~~expected ~~also~~to ~~affect~~be achieved ~~the~~as ~~reported~~a ~~amounts~~result of ~~revenues~~the ~~and~~transaction. ~~expenses~~The ~~during~~intangible ~~the~~assets ~~reporting~~are ~~period. Actual~~being ~~results~~amortized ~~could~~over ~~differ~~their ~~from~~estimated ~~those~~life, ~~estimates~~currently expected to be three years.

4Our unaudited pro forma results of operations, as if the above acquisitions had occurred on January 1, 2014, is as follows. ~~Equipment~~The ~~and~~pro ~~software~~forma information is not indicative of results that would have occurred or which may occur in the future:

Computer equipment and intangible assets, net consisted of the following at September 30, 2013 and December 31, 2012:

REVENUE	$	55,197

NET LOSS	$	(1,064,593	)

NET LOSS PER SHARE	$	(0.05	)

	September 30,			December 31,
	2013			2012
Office equipment	$	896		$	896
Purchased mailing lists, trademarks, and goodwill		311,241			-
Software		36,254			36,254
		348,391			37,150
Less: accumulated depreciation and amortization		(32,704	)		(23,419	)
	$	315,687		$	13,731

6.	Convertible bridge loans

~~Depreciation~~During the years ended December 31, 2013 and 2012, ~~amortization~~the ~~expense~~Company ~~was~~issued $9176,~~285~~750 and $9206,~~288~~250, ~~for~~respectively, face value convertible bridge loans to investors (“Bridge Loans”). Of the ~~nine~~aggregate ~~months~~$383,000 ~~ended~~in ~~September~~Bridge 30Loans, ~~2013~~$11,250 were loans from related parties. The Bridge Loans accrue interest at the rate of 10% per annum and ~~2012~~have a maturity date of August 31, ~~respectively~~2013. The debt holders have the option to convert the Bridge Loans into common stock at a fixed conversion price of $0.50 per share. In connection with the Bridge Loans, the Company issued 771,600 common stock purchase warrants to acquire shares of its $0.00001 par value common stock at an exercise price of $0.50 per share.

5The Company evaluated the terms and conditions of the Bridge Loans and warrants under the guidance of ASC 815, Derivatives and Hedging. ~~Short~~The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares being issuable under the arrangement. The instruments are convertible into a fixed number of shares and there are no down round anti-~~term~~dilution ~~debt~~protection features contained in the contracts. Additionally, the warrants did not contain any provisions or features that would preclude equity classification and may be settled with unregistered shares. The Company also evaluated if beneficial conversion existed and determined that it was immaterial.

During the year ended December 31, 2012, the Company borrowed $106,250 from related-party shareholders and $100,000 from new investors. During the nine month period ended September 30, 2013, the Company borrowed $75,000 from related-party shareholders and $100,750 from new investors. The ~~notes~~following ~~accrue~~tables ~~interest~~reflect at the ~~rate~~ allocation of ~~10% per annum and were due on August 31, 2013. In connection with each note,~~ the ~~Company~~proceeds ~~issued stock warrants to acquire 2 shares~~ of ~~its $0.00001 par value common stock for each $1.00 of principal amount loaned~~ the ~~Company~~Bridge at an exercise price of $.50 per share (see Note 9). The debt holders had the option to convert their notes into 762,500 shares of the Company’s $0.00001 par value common stock within ten days after being notified that the S-1 filing document has been approved by the Securities and Exchange Commission.Loans:

Short-term loans payable consisted of the following at December 31, 2012:

	2012			2013
	$206,250			$176,750
Convertible Bridge Loans	Face Value			Face Value			Totals
Proceeds	$	206,250		$	176,750		$	383,000
Paid-in capital (warrants)		(90,893	)		(77,149	)		(168,042	)
Carrying value	$	115,357		$	99,601		$	214,958

Short Term Loans	$	206,250
Unamortized Discount		(6,779	)
	$	199,471

Interest expense on the Bridge Loans for the three months ended March 31, 2014 amounted to $2,934. As of March 31, 2014 and December 31, 2013, the debt discount was fully amortized.

~~Amortization~~Conversion of ~~the~~Bridge ~~discount is reported in the statement of operations as interest expense. Amortization of discount totaled $9,764 for the nine months ended September 30, 2013.~~Loans

~~Total~~On ~~interest~~August ~~expense~~31, ~~related~~2013 to(the ~~these~~maturity ~~notes~~date), ~~which~~Bridge Loan ~~includes~~holders ~~amortization~~with an aggregate principal balance of $262,000 agreed modify the ~~discount,~~conversion ~~was~~option from $~~30,830~~0.50 ~~for~~per share to a conversion option in which the ~~nine~~principal ~~months~~balance ~~ended~~of ~~September~~$262,000 30would be convertible into 602,596 ~~2013~~shares of common stock. This inducement amounted to a conversion price of approximately $0.43 per share. Additionally, the bridge loan holders agreed to forgive accrued interest amounting to $16,167.

At maturity, note holders converted $262,000 in principal and $16,176 of accrued interest into 556,345 shares of common stock. The remaining note holders extended their due dates to various dates within the next year.-9-

F-10

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

6.MARCH ~~Long-term~~31, ~~debt~~2014

~~During~~6. ~~the~~Convertible ~~years~~bridge ~~ended~~loans December 31, 2011 and 2010, the Company issued notes payable to third party investors with a face value of $222,500 and $225,000, respectively, in conjunction with the sale of common and treasury stock (~~see Note 8~~continued).:

~~The~~Extension ~~notes issued in 2011 and 2010 have a common maturity date~~ of ~~August~~Bridge ~~31, 2013, payable at face value plus accrued interest at maturity. The notes accrue interest at the rate of 7% per annum.~~Loans

~~Notes~~The ~~payable~~remaining ~~consisted~~principal balance of $121,000 was still outstanding as of the ~~following~~maturity atdate. ~~September~~The 30holders of these Bridge Loans agreed to extend the maturity date of their Bridge Loans and reduce the conversion price of the Bridge Loans. These amendments gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $111,209 in 2013. ~~and~~In addition, during December 312013, ~~2012:~~$2,000 of the principal was repaid.

	September 30,		December 31,
	2013		2012
Notes payable	$	-	$	447,500
Unamortized discount		-		(24,854	)
	$	-	$	422,646

As of March 31, 2014 and December 31, 2013 the outstanding principal balance of the remaining convertible Bridge Loans amounted to $119,000 and $119,000, respectively. Accrued interest related to these loans amounted to $14,347 and $11,412 as of March 31, 2014 and December 31, 2013, respectively. As of March 31, 2014 and December 31, 2013, $10,000 of the outstanding loans was from a related party.

~~Discount on these notes was calculated using an imputed interest rate of~~ 7.~~51%~~ ~~and~~Convertible ~~12.63% for~~ notes issued in 2011 and 2010, respectively. Total interest on these notes was 15.37% and 14.51% for the years ended December 31, 2012 and 2011, respectively. Amortization of the discount is reported in the statement of operations as interest expense. For the nine months ended September 30, 2013 and 2012, amortization of discount totaled $24,855 and $27,880, respectively.payable

~~Total~~Investor ~~interest expense related to these notes, which includes amortization of discount, was $45,710 and $51,493 for the nine months ended September 30, 2013 and 2012, respectively.~~loans

AtBetween ~~maturity~~September 27, ~~note~~2010 ~~holders~~and ~~converted~~July 21, 2011, the Company issued notes payable to third party investors with an aggregate face value of $~~247~~447,500 ~~and~~(“Investor Loans”). Of the aggregate $60447,~~254~~500 ofin ~~accrued~~Investor ~~interest~~Loans, ~~into 615~~$88,~~403~~333 ~~shares~~were ofloans ~~common~~from ~~stock~~related parties. The ~~remaining~~notes ~~note~~have ~~holders~~a ~~extended~~common ~~their~~maturity ~~due~~date ~~dates~~of August to31, ~~various~~2013, ~~dates~~payable ~~within~~at face value plus accrued interest at maturity. The notes accrue interest at the ~~next~~rate ~~year,~~of 7% per annum.

Interest on these notes was calculated using an effective interest rate of 7.51% ~~Income~~and ~~taxes~~12.63% generating a debt discount in the amount of $224,063. Interest expense on the Investor Loans for the three months ended March 31, 2014 and 2013 amounted to $2,848 and $29,685, respectively, including amortization of the discount of $0 and $21,961, respectively. As of March 31, 2014 and December 31, 2013, the debt discount was fully amortized.

~~The~~Modification ~~Company~~and ~~has~~conversion ~~reviewed its tax positions as~~ of ~~December~~investor 31, 2012 and 2011 and has not identified any positions that are uncertain. The income tax returns filed for the years ended December 31, 2012, 2011 and 2010 are open to review by the Internal Revenue Service.loans

~~The~~On ~~Company~~August ~~had~~31, no2013 (the ~~income~~maturity ~~tax~~date), ~~expense~~holders ~~(benefit)~~of ~~for~~investor ~~the~~loans ~~nine~~with ~~month~~an ~~periods~~aggregate ~~ended~~principal ~~September~~balance 30of $247,500 ~~2013~~agreed ~~and~~to ~~2012.~~add Ata ~~September~~conversion ~~30,~~option to ~~2013~~the ~~and~~contracts ~~December~~which 31provided that the principal balance of $247,500 ~~2012~~would be convertible into 569,252 ~~the~~shares ~~Company~~of ~~had~~common stock. This amounted to a conversion price of approximately $30.43 per share. Additionally,~~786,000~~ ~~and~~the holders agreed to forgive accrued interest amounting to $160,~~328~~252. Under ASC 470-50-40-10,~~000~~ when a modification or an exchange of ~~net~~debt ~~operating~~instruments ~~loss~~adds a ~~(“NOL”)~~substantive ~~carry-forwards~~conversion option, ~~respectively~~extinguishment accounting is required. As a result, ~~for~~the ~~federal~~Company ~~and~~recorded ~~state~~a ~~income~~loss ~~tax~~on ~~purposes. These~~extinguishment of ~~losses~~debt ~~are~~amounting ~~available~~to ~~for~~$116,176 ~~future~~(the ~~years~~difference ~~and~~between ~~expire~~the ~~through~~reacquisition ~~2033. Utilization~~price of ~~these~~$393,250 ~~losses~~and ~~may~~the benet ~~severely~~carrying oramount ~~completely~~of ~~limited~~$277,074). The if$247,500 ~~the~~in ~~Company~~principal ~~undergoes~~was anconverted ~~ownership~~into ~~change~~569,252 ~~pursuant~~shares toof ~~Internal~~common ~~Revenue~~stock ~~Code~~on ~~Section~~August ~~382~~31, 2013.

~~F-11~~Extension of investor loans

The remaining principal balance of $200,000 was still outstanding as of the maturity date. The holders of these Investor Loans agreed to extend the maturity date of their notes and added a conversion option to the notes. These amendments gave rise to an extinguishment because of the addition of a conversion option. As a result, the Company recorded a loss on extinguishment of debt in the amount of $435,574 in 2013.

On January 1, 2014, an Investor Loan holder with a principal balance of $5,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion option in which the principal balance of $5,000 would be convertible into 26,250 shares of common stock. This amounted to a conversion price of approximately $0.19 per share. Additionally, the Investor Loan holder agreed to forgive accrued interest amounting to $164. In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows. This amendment gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $1,194 (the difference between the reacquisition price of $6,607 and the net carrying amount of $5,413). The $5,000 in principal was converted into 26,250 shares of common stock on January 1, 2014.

On February 18, 2014, an Investor Loan holder with a principal balance of $5,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion option in which the principal balance of $5,000 would be convertible into 11,956 shares of common stock. This amounted to a conversion price of approximately $0.42 per share. Additionally, the Investor Loan holder agreed to forgive accrued interest amounting to $931. In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows. This amendment did not give rise to an extinguishment because the difference in cash flows was not greater than 10%. The $5,000 in principal was converted into 11,956 shares of common stock on February 18, 2014.

-10-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~7. Income~~MARCH ~~taxes~~31, ~~(continued)~~2014

~~The~~7. ~~deferred~~Convertible ~~tax~~notes ~~asset~~payable ~~is approximately summarized as follows~~(continued):

	September 30,			December 31,
	2013			2012
Deferred tax asset:
Net operating loss carryforwards	$	1,098,000		$	385,000
Permanent and other differences		11,000			10,000
Deferred tax asset		1,109,000			395,000
Less: Valuation allowance		(1,109,000	)		(395,000	)
Net deferred tax asset	$	-		$	-

On March 31, 2014, a Bridge Loan holder with a principal balance of $15,000 agreed to an amendment that modified the conversion option from $0.50 per share to a conversion option in which the principal balance of $15,000 would be convertible into 192,575 shares of common stock. This amounted to a conversion price of approximately $0.08 per share. Additionally, the bridge loan holder agreed to forgive accrued interest amounting to $4,609. In accordance with ASC 470-50-40-10, a test was performed to see if the modification resulted in a 10% change in cash flows. This amendment gave rise to an extinguishment because the difference in cash flows was greater than 10%. As a result, the Company recorded a loss on extinguishment of debt in the amount of $17,019 (the difference between the reacquisition price of $35,446 and the net carrying amount of $18,427). The $15,000 in principal was converted into 192,575 shares of common stock on March 31, 2014.

	September 30,			December 31,
	2013			2012
Statutory federal income tax expense		(25	)%		(25	)%
State and local income tax
(net of federal benefits)		(4	)		(4	)
Permanent and other differences		1			5
Valuation allowance		28			24
		-	%		-	%

As of March 31, 2014, the outstanding balance of these investor loans was $165,000.

~~The~~Loans ~~Company~~issued ~~has~~in taken a full valuation allowance against the other timing differences and the deferred asset attributable to the NOL carry-forwards of approximately $3,786,000 and $1,328,000 at September 30, 2013 and December 31, 2012, respectively, due to the uncertainty of realizing the future tax benefits.2014

8During the three months ended March 31, 2014, the Company issued (i) a $50,000 face value convertible note to a related party (“Note 1”), (ii) a $50,000 face value convertible note as part of the consideration for the ADL business acquisition (“Note 2”) and (iii) a $50,000 face value convertible note as part of the consideration for the GCD business acquisition (“Note 3”). ~~Capital~~ Each of the notes mature on September 20, 2014. The note holders have the option to convert the notes into common stock at a fixed conversion price. The conversion price for Note 1 is $0.10 per share, for Note 2 is $0.50 per share and ~~treasury~~for Note 3 is $1.00 per share. In connection with Note 1, the Company agreed to issue 100,000 shares of common stock.

OnThe ~~inception,~~Company evaluated the ~~Company~~terms ~~issued~~and 5conditions of the convertible notes under the guidance of ASC 815,~~297,632~~ ~~shares~~Derivatives and Hedging. The conversion feature met the definition of ~~common~~conventional convertible ~~stock~~for ~~with~~purposes of applying the conventional convertible exemption. The definition of conventional contemplates a ~~par~~fixed number ~~value~~of shares issuable under the arrangement. The instruments were convertible into a fixed number of $0shares and there were no down round anti-dilution protection features contained in the contracts.~~00001~~ The Company was required to ~~its~~consider ~~initial~~whether ~~shareholders~~the new hybrid contracts embodied a beneficial conversion feature (“BCF”). On ~~November~~Note ~~15,~~1 ~~2010~~resulted in a beneficial conversion feature in the amount of $16,000 ~~165~~since the conversion feature was in the money. However,~~551~~ ~~shares~~Notes ~~were~~2 ~~contributed~~and to3 did not result in the ~~Company~~issuance asof a ~~treasury~~beneficial ~~stock~~conversion ~~for~~feature ~~sale~~since tothe ~~investors. Neither~~notes ~~transaction~~were ~~involved~~not ~~consideration~~in the money.

During ~~2010,~~ the ~~Company~~three ~~issued~~months ~~165,551~~ended ~~shares~~March of31, ~~treasury stock and 1~~2014,~~324,408~~ ~~shares of common stock for $1.00 per share in conjunction with the issuance of notes payable as described in~~ Note ~~6. The lenders received 6.62204 shares of common stock for each $~~1~~.00~~ ~~loaned~~was toconverted into ~~the Company. Proceeds of $225~~500,000 ~~were~~shares ~~allocated $65,916 to the purchase~~ of ~~treasury~~common ~~and capital~~ stock~~, $157,500 to long-term debt, and expenses of $1,584~~.

~~F-12~~As of March 31, 2014, the outstanding balance of Note 2 and Note 3 was $100,000.

As of March 31, 2014 and December 31, 2013 the outstanding principal balance of the remaining convertible notes payable amounted to $265,000 and $190,000, respectively. Accrued interest related to convertible notes payable amounted to $24,334 and $26,943 as of March 31, 2014 and December 31, 2013, respectively.

-11-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~8. Capital~~MARCH ~~and~~31, ~~treasury stock (continued)~~2014

~~During 2011, 375,801 shares of common stock were contributed to the Company by existing shareholders, without consideration, as treasury stock for sale to investors~~8. Of ~~these~~Capital 375,801 treasury shares, the Company issued 119,197 shares of treasury stock for $2.50 per share in conjunction with the issuance of notes payable as described in Note 6. The lender received 6.62204 shares of stock for each $2.50 loaned to the Company. The Company also issued 256,604 shares of treasury stock and 37,249 shares of common stock for $4.00 per share in conjunction with the issuance of notes payable as described in Note 6. The lenders received 6.62204 shares of common stock for each $4.00 loaned to the Company. Proceeds of $222,500 were allocated $33,221 to the purchase of treasury ~~and capital~~ stock ~~and $189,279 to long-term debt.~~:

In2014 ~~the first quarter of 2012, the Company sold 198,265 shares of~~ stock attransactions approximately $0.38 per share. In the second quarter of 2012, the Company sold 577,198 shares of stock at approximately $.38 per share. The Company also issued 157,500 shares of stock in the first quarter, 65,000 shares of stock in the second quarter, and 50,000 shares of stock in the third quarter in exchange for services, which were valued based on the fair market value of the services rendered.

~~In the second quarter of 2013, the Company sold 5,000 shares of stock at $0.20 per share and issued 52,632 shares of stock in lieu of a sales refund in the amount of $20,000.~~ During the ~~same~~three ~~quarter,~~months ~~the~~ended ~~Company~~March ~~issued a stock bonus to employees and consultants of 4~~31,~~780,000~~ ~~shares, which were valued at $0.20 per share, and issued 5,000 shares in exchange for services, which were valued based on other recent transactions at $0.20 per share.~~2014:

In the ~~third quarter of 2013, the~~ Company sold ~~324~~12,~~999~~500 shares of ~~stock~~common ~~at $0.60 per share, converted notes and accrued interest to 1,171,848 shares of~~ stock ~~as described in Notes 5 and 6 at the rate of $0.50 per share, issued 1,420,000 shares of stock in exchange~~ for ~~services that were valued at~~ $0.5060 per share based on other recent transactions, and issued 700,000 shares of stock for asset acquisitions, which were valued at $0.50 per share based on other recent transactions. Additionally, the Company issued 1,900,000 shares of stock in exchange for consulting services to be provided over one year, which were valued at $0.50 cents per shares based on other recent transactions.;

~~The~~the Company ~~did~~issued ~~not~~2,969,000 ~~value~~shares of common stock ~~issued~~ in exchange for services of which 1,625,000 shares were issued to employees and ~~other~~1,344,000 ~~transactions~~shares atwere ~~the~~issued ~~then~~to ~~current~~consultants. The shares issued to employees for services were valued based on the market price ~~because~~on the ~~stock~~date of grant and are being expensed over the service periods. The shares issued into consultants were initially valued at the ~~above~~market ~~transactions~~price ~~has~~on ~~certain~~the ~~restrictions~~date ~~affecting~~of ~~its~~the ~~tradability~~grant with the value adjusted periodically if material and are being expensed over the service periods. The aggregate value of the shares issued for services was $996,720 of which $598,000 was issued for future services.

~~The~~the Company ~~had~~issued 2150,~~354,302~~000 ~~and 10,994,823~~ shares of ~~common~~ stock ~~issued~~for asset ~~and~~acquisitions, ~~outstanding~~which aswere ofvalued ~~September~~at ~~30,~~the ~~2013~~market ~~and~~price ~~December~~of ~~31,~~$0.18 ~~2012,~~per ~~respectively~~share or $9,000.

9the Company issued 100,000 shares of stock in connection with a note purchase agreement, which were valued at the market price of $0.11 ~~Stock~~per ~~options~~share ~~and~~or ~~warrants~~$11,000.

~~The~~the Company ~~accounts~~issued for its stock option awards under FASB ASC Topic 718 “Compensation—Stock compensation.” The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for each grant: risk free interest rate between 1.67% and 1.80%729, no781 ~~dividend~~shares ~~yield, expected lives~~ of ~~ten years and volatility of 40%. The expected term of~~ common stock ~~option awards granted is generally based on the “simplified” method for “plain vanilla” options discussed~~ in ~~SEC~~exchange ~~Staff Accounting Bulletin (“SAB”) No. 107, as amended by SAB No. 110. The expected volatility is derived from historical volatility of a similar Company whose stock is on the OTCBB~~ for ~~a period that matches~~ the ~~expected~~conversion ~~term~~ of ~~the~~loans ~~option. We based the risk-free interest rate that we use in our option pricing valuation model on the implied yield in effect at the time of the option grant on constant maturity US Treasury issues~~ with ~~equivalent remaining terms. Options vest on the date granted and can be exercised over~~ a ~~period~~face value of ~~seven to ten years~~$75,000.

~~F-13~~9. Stock options

At March 31, 2014 and December 31, 2013, 6,083,746 options were exercisable at a weighted average price of approximately $0.27.

The following is a summary of all option activity through March 31, 2014:

					Average
	Number of		Weighted		Remaining
	Options		Average		Term
	Outstanding		Price		(in years)

Options outstanding at December 31, 2013		6,083,746		0.27		8.0
Granted in 2014		-
Exercised		-
Options outstanding at March 31 2014		6,083,746	$	0.27		8.0
Exercisable at March 31, 2014		6,083,746	$	0.27		8.0

-12-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

9.MARCH ~~Stock~~31, ~~options and warrants (continued)~~2014

~~For the nine months ended September 30, 2013 and 2012, the Company granted employees 593,000 and 1,995,000 options, respectively, and nonemployees 1,400,000 and 870,000, respectively~~9. ~~The~~ ~~options~~Stock ~~issued during the first nine months of 2012 have an exercise price of $0.38 and a weighted-average grant date fair value of approximately $0.31. The~~ options ~~issued during the first nine months of 2013 have an exercise price of $0.20 per share and a weighted-average grant date fair value of approximately $0.35.~~(continued)

At September 30, 2013, 5,983,746 options were exercisible at a weighted average price of approximately $0.25.

Options Outstanding and Exercisable

		Number		Weighted
		Outstanding		Average		Weighted
		at		Remaining		Average
Exercise		March 31,		Contractual		Exercise
Price		2014		Life		Price

$	0.08		1,125,746		7.8		0.08
$	0.20		1,993,000		6.9		0.20
$	0.38		2,965,000		8.8		0.38
			6,083,746		8.0	$	0.27

~~The~~No ~~Company~~stock ~~has~~options ~~not~~were ~~paid~~issued ~~cash~~during ~~dividends~~the ~~and~~three months ~~does~~ended ~~not~~March ~~expect~~31, to2014. ~~pay~~No ~~cash~~stock ~~dividends~~options inwere exercised during the ~~future~~three months ended March 31, 2014 or the year ended December 31, 2013. ~~Forfeiture~~Cash ~~rates~~flows resulting from excess tax benefits are ~~based~~classified onas ~~management’s~~part ~~estimates~~of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to the compensation cost for such options.

~~The~~10. ~~following is a summary of all option activity through September 30, 2013:~~Warrants

Options Outstanding								Options Exercisable
		Number		Weighted				Number
		Outstanding		Average		Weighted		Exercisable		Weighted
		at		Remaining		Average		at		Average
Exercise		September 30,		Contractual		Exercise		September 30,		Exercise
Price		2013		Life		Price		2013		Price
$	0.012		1,125,746		7.8		0.012		1,125,746		0.012
$	0.200		1,993,000		6.9		0.200		1,993,000		0.200
$	0.380		2,865,000		8.8		0.380		2,865,000		0.380
			5,983,746		7.8	$	0.25		5,983,746	$	0.25

During the year ended December 31, 2012, the Company issued 412,500 warrants in conjunction with short-term notes described in Note 6. Additionally, the Company issued 580,240 warrants to two existing shareholders during the year ended December 31, 2012. During the year ended December 31, 2013, the Company issued 359,100 warrants in conjunction with short-term notes described in Note 6 and 1,090,000 warrants to six existing shareholders and one note holder during the year ended December 31, 2013. No new warrants were issued during the three months ended March 31, 2014. The following is a summary of warrant activity through March 31, 2014:

										Average
Warrants Outstanding and Exercisable
		Number of				Weighted				Remaining
				Number
		Options				Average				Term
				Outstanding
		Outstanding				Price				(in years)
				at
Options outstanding at December 31, 2011			1,125,746			$	0.012				7.8
Exercise				March 31,								Exercise
Granted in 2012			2,865,000				0.380				8.8
Price				2014				Life Expiration date				Price
Exercised			-
$	0.50				1,861,600				6.8			$	0.50
Options outstanding at December 31, 2012			3,990,746
$	0.38				580,240				9.0			$	0.38
Granted in 2013			1,993,000			$	0.20				6.9
					2,441,840				7.3			$	0.47
Exercised			-
Options outstanding at September 30, 2013			5,983,746			$	0.25				7.8
Exercisable at September 30, 2013			5,983,746			$	0.25				7.8

~~F-14~~No warrants were exercised during the three months ended March 31, 2014 or the year ended December 31, 2013.

-13-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~9. Stock~~MARCH ~~options~~31, ~~and warrants (continued)~~2014

~~The~~11. ~~Company issued 762,500 warrants in conjunction with short~~Related-~~term~~party notes described in Note 5. Additionally, the Company issued 580,240 warrants to two existing shareholders during the nine months ended September 30, 2012 and 1,177,600 warrants to six existing shareholders and one note holder during the nine months ended September 30, 2013. The Company also issued 1,500 warrants in exchange for services rendered. The following is a summary of warrant activity through September 30, 2013:transactions

~~Warrants~~During the three months ended March 31, 2014, the Company issued a $50,000 face value convertible note to its Chief Operating Officer. The note was converted into 600,000 shares of common stock during the quarter. See Note 7.

As12. Restatement of ~~September~~Financial ~~30, 2013, there was no intrinsic value to the outstanding and exercisable options and warrants.~~Statements

~~Cash~~The ~~flows~~Company has ~~resulting~~made ~~from~~adjustments ~~excess~~to ~~tax~~its ~~benefits~~financial ~~are~~statements ~~classified~~for asthe ~~part~~three months ended March 31, 2013 due to adjustments arising from the re-audit of ~~cash~~the ~~flows~~Company’s financial statements from ~~financing~~inception ~~activities~~(August 16, 2010) through December 31, 2012. ~~Excess~~ ~~tax~~The ~~benefits~~re-audit ~~are~~of the ~~realized~~Company’s ~~tax~~financial ~~benefits~~statements from ~~tax~~inception ~~deductions~~(August of16, ~~exercised~~2010) ~~options~~through December 31, 2012 is detailed in ~~excess~~the annual report on Form 10-K filed on August 8, 2014. The re-audit of the ~~deferred~~financial ~~tax~~statements ~~asset~~from ~~attributable~~inception to(August 16, 2010) through December 31, 2012 resulted in adjustments made the ~~compensation~~financial ~~cost~~statements for ~~such~~the ~~options~~three months ended March 31, 2013. The adjustments related to the valuation of common stock, stock-based compensation and warrants.

Warrants Outstanding								Warrants Exercisable
		Number		Weighted				Number
		Outstanding		Average		Weighted		Exercisable		Weighted
		at		Remaining		Average		at		Average
Exercise		September 30,		Contractual		Exercise		September 30,		Exercise
Price		2013		Life		Price		2013		Price
$	0.50		1,941,600		6.3	$	0.50		1,941,600	$	0.50
$	0.38		580,240		9.0	$	0.38		580,240	$	0.38
			2,521,840		8.0	$	0.28		2,521,840	$	0.28

The comparative periods presented in the current quarterly report on Form 10-Q are the (i) the statement of operations for the three months ended March 31, 2013 and (iii) the statement of cash flows for the three months ended March 31, 2013. The affects of the restatement for these periods are summarized below. The following table presents the statement of operations as previously reported, restatement adjustments and the statement of operations as restated for the three months ended March 31, 2013:

	Number of			Weighted			Remaining
	Previously Reported			Restatement Adjustments			Restated
	Warrants			Average			Term
Revenues:
	Outstanding			Price			(in years)
Coupon revenue	$	13,198		$	-		$	13,198
Warrants outstanding at December 31, 2011		-		$	-			-
Gross profit		13,198			-			13,198
Granted in 2012		992,740			0.28
Operating expenses:
Exercised		-
Professional fees (1)		40,173			15,000			55,173
Canceled in 2012		-
Selling		54,381			-			54,381
Warrants outstanding at December 31, 2012		992,740
General and administrative		107,782			-			107,782
Granted in 2013		1,529,100			0.28
Total expenses		202,336			-			217,336
Exercised		-
Net operating (loss)		(189,138	)		-			(204,138	)
Canceled in 2013		-			-
Other income (expense):
Warrants outstanding at September 30, 2013		2,521,840		$	0.28			8.0
Interest expense (2)		(25,935	)		(31,817	)		(57,752	)
Exercisable at September 30, 2013		2,521,840		$	0.28			8.0
Total other income (expense)		(25,935	)		(31,817	)		(57,752	)
Net (loss)	$	(215,073	)	$	(46,817	)	$	(261,890	)
Net loss per weighted share, basic and fully diluted	$	(0.02	)				$	(0.02	)
Weighted average number of common
shares outstanding, basic and fully diluted		10,994,823						10,994,823

~~F-15~~(1) The restatement adjustment to professional fees relates to the issuance of warrants for services which was not previously valued.

(2) The restatement adjustment to interest expense relates to the amortization of debt discount based arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. The warrants and common stock were revalued, which is detailed below.

-14-

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~9. Stock~~MARCH ~~options~~31, ~~and warrants (continued)~~2014

NoThe ~~stock~~following ~~options~~table orpresents ~~warrants were exercised during~~ the ~~quarter~~statement of ~~ended~~cash ~~September~~flows ~~30,~~as ~~2013~~previously ~~or the year ended December 31~~reported, ~~2012. Cash~~restatement ~~flows~~adjustments ~~resulting~~and ~~from~~the ~~excess~~statement ~~tax benefits are classified as part~~ of cash flows ~~from~~as ~~financing~~restated ~~activities. Excess~~for ~~tax benefits are realized tax benefits from tax deductions of exercised options in excess of~~ the ~~deferred~~three ~~tax~~months ended ~~asset~~March ~~attributable~~31, ~~to the compensation cost for such options.~~2013:

The Company has two active stock option plans, (the “2011 Plan”) and (the “2012 Plan”). A total of 4,324,408 shares has been reserved for issuance under these plans. Under the 2011 Plan, the Company authorized 1,354,408 shares of common stock be reserved under the Discount Coupons 2011 Stock Plan, which was adopted on July 18, 2011. A total of 1,191,966 options were issued in the fourth quarter of 2011; 66,220 options were exercised in 2011. The remaining 1,125,746 options have yet to be exercised and expire on September 30, 2021.

	Previously Reported			Restatement Adjustments			Restated

Cash flows from operating activities:

Net loss	$	(215,073	)	$	(46,817	)	$	(261,890	)

Adjustment to reconcile net loss to net cash:
Depreciation and amortization		3,096			-			3,096
Stock, options and warrants issued for services (1)		-			15,000			15,000
Interest expense (2)		12,249			31,817			44,066
Changes in operating assets and liabilities:
Deposits and prepaid expenses		(8,750	)		-			(8,750	)
Accounts payable and accrued expenses		45,555			-			45,555
Net cash used for operating activities		(162,923	)					(162,923	)

Cash flows from financing activities:
Net proceeds from borrowings on notes payable		90,000			-			90,000
Net cash used for financing activities		90,000			-			90,000

Net increase (decrease) in cash		(72,923	)					(72,923	)
Cash, beginning of period		84,187			-			84,187
Cash, end of period	$	11,264		$	-		$	11,264

~~Under~~(1) The restatement ~~the~~to ~~2012 Plan~~stock, ~~the~~options ~~Company~~and ~~authorized~~warrants ~~3,000,000~~issued ~~shares~~for ofservices ~~common~~relates ~~stock~~to bethe ~~reserved for~~ issuance ~~under~~of warrants ~~the~~for ~~Discount~~services ~~Coupons 2012 Stock Plan,~~ which was ~~adopted~~not onpreviously ~~June 29, 2012~~valued. ~~A total of 2,865,000 options were issued and none were exercised through September 30, 2013. The options expire on June 28, 2022.~~

10(2) The restatement adjustment to interest expense relates to the amortization of debt discount based arising from warrants issued in connection with a bridge loan financing and common stock issued in connection with a note purchase agreement. ~~Related-party~~The ~~transactions~~warrants and common stock were revalued.

~~The Company had the following transactions with related parties:~~-15-

The Company purchased its domain name from its vice president for $12,500. This asset was capitalized as software in the period ending December 31, 2010 as described in Note 4.

During the nine months ended September 30, 2012, the Company issued 272,500 shares of its $0.00001 par value common stock to certain shareholders for services rendered on behalf of the Company. These shares were valued at $21,800.

During the nine months ended September 30, 2013, the Company issued 1,270,000 shares of its $0.00001 par value common stock to certain shareholders for services rendered on behalf of the Company. These shares were valued at $635,000. The Company also issued 1,900,000 shares of its $0.00001 par value common stock to a shareholder for consulting services to be provided over one year. These shares were valued at $950,000.

During the nine months ended September 30, 2013, the Company issued 4,780,000 shares of its $0.00001 par value common stock to related parties as a stock bonus. These shares were valued at $856,000.

During the nine months ended September 30, 2013 and year ended December 31, 2012, the Company borrowed $75,000 and $106,250 from related-party shareholders, respectively (see Note 5).

11. Nonmonetary transactions

The Company converted notes and accrued interest into 1,171,848 shares of its $0.00001 par value common stock (Notes 5 and 6).

12. Asset Purchases

The Company acquired the assets of Deal-A-Day LLC in September 2013 for 125,000 shares of its $0.00001 restricted common stock. The assets include mailing lists, merchant contacts, domain names, and other intangibles. No liabilities were assumed in the transaction.

The Company acquired the assets of Cloops, Inc. in August 2013 for 310,000 shares of its $0.00001 restricted common stock. The assets include mailing lists, merchant contacts, domain names, and other intangibles. No liabilities were assumed in the transaction.

F-16

DISCOUNT COUPONS CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

1213. Subsequent ~~Asset purchases (continued)~~events

~~The~~Acquisition ~~Company acquired the assets~~ of HCHalf ~~Consulting,~~Price ~~LLC~~San ~~in September 2013 for 255~~Diego,~~000~~ shares of its $0.00001 restricted common stock. The assets include $45,233 in cash, mailing lists, merchant contacts, domain names and other intangibles. Liabilities in the amount of $6,474 were assumed in the transaction.Inc

13On July 7, 2014, the Company entered into a Purchase Agreement to acquire the operational assets of Half Price San Diego, LLC, a daily deal site focusing on merchants and clients in the San Diego, California market. ~~Commitments~~ Upon closing, the Company is required to pay (i) $40,000 and ~~contingencies~~(iii)75,000 shares of common stock. The closing date of the purchase agreement is expected to occur no later than August 31, 2014, if the Company has sufficient funds to close, however there can be no assurance of this.

~~Operating~~Acquisition ~~Leases~~of –Conejo ~~Future~~Deals ~~Minimum Lease Payments~~Inc.

~~The~~On July 1, 2014, the Company ~~leases~~entered into a Purchase ~~temporary~~Agreement ~~residence~~to ~~under~~acquire anthe ~~agreement~~operational ~~that~~assets isof ~~classified~~Conejo asDeals anInc., ~~operating~~a ~~lease~~daily deal site focusing on merchants and clients in the Los Angeles, California market. ~~This~~ ~~lease~~The ~~was~~Company ~~assumed~~is byrequired to pay the ~~employee/tenant~~following ~~effective~~consideration ~~October~~to Conejo 1Deals Inc.; (a) $750,000, ~~2013~~(b) $500,000 ~~although~~convertible note; (c) 100,000 common stock shares and (d) other common stock consideration based on certain gross billing levels. The closing date of the ~~Company~~purchase agreement is ~~still~~expected ~~liable~~to ~~under~~occur ~~the~~no ~~lease~~later than October 20, 2014, if the ~~employee/tenant~~Company ~~does~~has ~~not~~sufficient ~~pay~~funds ~~the~~to ~~rent~~close, ashowever ~~required~~there can be no assurance of this.

~~Rental~~Shares ~~expense~~issued ~~related~~subsequent to ~~this~~balance ~~lease was $35,550 for the nine months ended September 30, 2013 and 2012, respectively.~~sheet date

~~The~~Between ~~Company~~April ~~leases~~1, ~~office~~2014 ~~space~~and ~~under~~August an25, ~~agreement~~2014, the ~~that~~Company isissued ~~classified as~~ an ~~operating~~additional ~~lease~~1,418,531 shares. ~~The~~ ~~future~~Of ~~minimum~~the ~~lease~~1,418,531 ~~payments~~shares ~~required~~issued, ~~under~~(i) ~~this~~879,759 ~~lease~~shares ~~are~~were asissued ~~follows~~for the conversion of notes payable, (~~which~~ii) ~~include~~297,000 ~~required~~shares ~~estimated~~were ~~common~~issued ~~area~~in ~~maintenance~~connection ~~and~~with ~~utility~~the ~~charges~~issuance of notes payable, and (iii): 241,772 shares were issued in exchange for services.

For the years ended December 31,
2013	$	66,265
2014		33,460
	$	99,725

-16-

Rental expense related to this lease was $49,207 and $37,527 for the nine months ended September 30, 2013 and 2012, respectively.

The Company leases a temporary residence under an agreement that is classified as an operating lease. This lease was assumed by the employee/tenant effective September 1, 2013, although the Company is still liable under the lease if the employee tenant does not pay the rent as required.

Rental expense related to this lease was $19,200 for the nine months ended September 30, 2013.

F-17

Item 1A. Risk Factors

A Smaller Reporting Company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item; however, risk factors pertaining to our business may be reviewed in our Form S-1 Registration Statement filing available for review at www.sec.gov.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Form 10-Q, references to “we,” “our” or “us” refer to Discount Coupons Corporation unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

This Form 10-Q for the ~~period~~three months ending ~~September~~March 3031, ~~2013~~2014 should be reviewed in conjunction with our audited financial statements for our fiscal years ~~ending~~ended December 31, ~~2011~~2013 and December 31, 2012 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for those same fiscal periods, which are available for review in our SForm 10-1K ~~Registration Statement~~ filing at www.sec.gov.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Corporate History~~Overview

~~Corporate~~We are ~~Overview~~a marketing firm that provides services to businesses on a cost per acquisition basis through the sale of discount vouchers to consumers. Our business operates in a similar manner to businesses that define themselves as “daily deal’ websites. Additionally, we have acquired and plan to enter into additional agreements with “daily deal” websites to assist them to improve their internet presence and websites in return for a portion of their revenues as described in the Description of the Business.

We were incorporated on August 16, 2010 in the State of Florida. Our ~~principal~~domain ~~offices~~name, ~~are~~discountcoupons.com, ~~located~~was atcontributed to ~~5584~~the ~~Rio~~company ~~Vista~~by ~~Drive~~founding shareholder, ~~Clearwater~~Charles Zitsman, ~~Florida~~in ~~33760~~exchange for 1,589,290 shares of common stock and $12,500. We immediately began to develop our ~~telephone~~business ~~number~~model, iswebsite, ~~(727)~~and ~~324-0161~~internet mailing list to capitalize on the strength of our domain name.

Business Description.

We are a marketing firm that provides services to businesses on a cost per acquisition basis through the sale of discount vouchers to consumers. Our business operates in a similar manner to businesses that define themselves as “daily deal” websites by leveraging the power of group buying to provide deals with savings to users.

We analyze the “daily deal” industry and identify key opportunities that are not being pursued by our competitors.

Our business performs three primary operations:

1) Merchant acquisition, which is our process of obtaining advertising contracts with merchants;

2) Acquiring leasing agreements with other firms to acquire portions of their revenues streams in exchange for providing web servicing; and

3) Advertising and marketing of our voucher inventory.

Our marketing and advertising operations include a multi-channel program to advertise vouchers through advertising. We have adapted our business model in our attempt to maximize our opportunity to sell vouchers by innovating key operating traits. Unlike “daily deal” companies that typically market an offer for a period of 24 hours, our marketing contracts allow us to market each offer in 30-day intervals on a 12-month, automatically renewing agreement. Our business plan also includes acquiring rights to receive revenue streams from other “daily deal” sites, by providing them with business development and consulting services. In exchange for these services, firms will provide us with mutually agreed upon revenue streams.

Limited Operating History

We have a limited operating history. Our operations have been focused on establishing our business model, designing and constructing a website, acquiring subscribers, obtaining merchant agreements, testing marketing, advertising and sales channels, and exploring merger and acquisition opportunities within our industry and other closely related industries.

-2-

Plan of Operations

Our primary focus is offering discount coupons to individuals via the ~~Internet~~internet. We do this through e-mail and other mass marketing methods, directing consumers to our website, ~~and~~DiscountCoupons.com or other websites that we have under management. ~~Recently we launched a focused, aggressive strategy to acquire relevant Daily Deal companies in key geographic markets.~~ ~~Should~~We also we be successful in this strategy, this will allow us to: (a) substantially increase revenues; (b) collectively pool marketing and sales experience with our acquired Daily Deal companies; (c) significantly grow our subscriber base; (d) develop a Daily Deal model to open new markets where no viable acquisition target exists; (e) aggregate and increase revenues in demographic industries; (f) acquire marketing firms, enabling us to provide ~~consulting services to assist companies with their online brand; (g) become the Digital Agency of Record for companies that fit~~ our ~~profile size and expertise; and (h) provide our~~ knowledge of ~~Internet~~internet-based business models to other companies on a consulting basis.

We have tested various marketing and advertising channels to determine their efficacy to both sell our vouchers and obtain new subscribers. We have primarily tested pay-per-click search engine marketing, organic search engine optimization, and social media. Through these tests we have learned which channels provide a return on investment (ROI), and which also provide a positive impact on sales and public knowledge.

Recently, our operations have included a focus on acquiring management agreements from complementary and similar businesses, whereby we are able to manage their businesses on a revenue share basis. These management agreements provide us with additional marketing reach to promote our offers and also benefit from the increased revenue that results from the management of these properties.

Since inception, the Company intended to enter into consulting agreements, whereby the Company would handle all aspects of website development and marketing for non-daily deal sites for a flat fee. Consulting revenue accounted for 32% and 46.5% of total revenue for the current and prior fiscal years, respectively. Although the Company does not consider this its main focus, potential consulting agreements will be entered into if considered lucrative by management.

-17-

Results of Operations

Three~~-month~~ Months ~~period~~Ended ~~ended~~March ~~September~~31, 302014 Compared with Three Months Ended March 31, 2013

Revenues

Revenues for the three~~-month~~ ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~were ~~2012 are~~ $943,~~025~~863 and $3113,~~409~~198, respectively, representing a $2230,~~384~~665 ~~decrease~~increase in our revenues. The ~~decrease~~increase is primarily attributable to aan ~~change~~increase in our ~~business~~service ~~model~~revenues resulting from aour ~~shared~~HC ~~revenue model to an~~ Consulting acquisition ~~model~~.

Cost of Sales

~~We had no cost~~ Cost of sales for the three~~-month~~ ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 30were $100 and $0, ~~2012~~respectively.

Gross Losses/Profit

Gross profit for the three-month periods ended September 30, 2013 and September 30, 2012 is $9,025 and $31,409, respectively, representing a $22,384 decrease in our gross profit. The decrease in gross profit is attributable to the decrease in revenue.

Total Expenses

Total expenses for the three-month periods ended September 30, 2013 and September 30, 2012 are $1,373,885 and $190,239, respectively, representing a $1,183,646 increase. The increase in total expenses is primarily attributable to stock and stock options issued for services rendered in the third quarter of 2013.

Net Operating Loss

Net operating loss for the three-month periods ended September 30, 2013 and September 30, 2012 is $1,364,860 and $158,830, respectively, representing a $1,206,030 increase. The increase in net operating loss is primarily attributable to the decrease in revenues and increase in total expenses.

Interest Expense

Interest expense for the three-month periods ended September 30, 2013 and September 30, 2012 is $23,630 and $17,290, respectively, representing a $6,340 increase. The increase in interest expense is primarily attributable to an increase in notes payable.

Net Loss

The net operating loss for the three-month periods ended September 30, 2013 and September 30, 2012 is $1,388,490 and $176,120, respectively, representing a $1,212,370 increase. The increase in net operating loss is primarily attributable to a decrease in revenues and increase in total expenses.

-3-

Nine-month period ended September 30, 2013

Revenues

Revenues for the nine-month periods ended September 30, 2013 and September 30, 2012 are $12,214 and $80,382, respectively, representing a $68,168 decrease in our revenues. The decrease is primarily attributable to a refund to a consulting client and to a malfunctioning of our marketing email list.

Cost of Sales

Cost of sales for the nine-month periods ending September 30, 2013 and September 30, 2012 are $0 and $1,500, respectively. This decrease is attributable to a decrease in consulting clients.

Gross Profit

Gross profit for the ~~nine-month~~three ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~was ~~2012 is~~ $1243,~~214~~763 and $7813,~~882~~198, respectively, representing a $6630,~~668~~565 ~~decrease~~ increase in our gross profit. The ~~decrease~~increase in gross profit is primarily attributable to ~~the~~an ~~decrease~~increase in our service revenues ~~and~~resulting afrom our ~~one-time~~HC ~~refund~~Consulting ~~to a consulting client in the second quarter of 2013~~acquisition.

Total Expenses

Total expenses for the ~~nine-month~~three ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~were ~~2012 are~~ $21,~~723~~073,~~803~~906 and $~~971~~217,~~414~~336, respectively, representing aan $1856,~~752,389~~ 570 increase in total expenses. ~~The~~ ~~increase~~Our ~~in our~~ total expenses isconsist ~~primarily~~of ~~attributable~~research toand adevelopment, ~~stock~~professional ~~bonus~~fees, ~~issued~~selling inand ~~the~~general ~~second~~and administrative. The ~~quarter~~increase ofin ~~2013~~our ~~and~~total ~~stock~~expenses ~~and~~is ~~stock~~primarily ~~options~~attributable to stock issued for services ~~rendered~~ in the ~~third quarter~~ amount of ~~2013~~$795,000.

Net Operating Loss

Net operating loss for the ~~nine-month~~three ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~was ~~2012 is~~ $21,~~711~~030,~~589~~143 and $~~892~~204,~~532~~138, respectively, representing aan $1826,~~819,057~~ 005 increase. The increase in net operating loss is primarily attributable to ~~the~~an ~~decrease~~increase in ~~revenues~~total ~~and~~expenses ~~increase~~related into ~~total~~stock ~~expenses~~issued for services.

~~Interest~~Other Income ~~Expense~~and Expenses

Interest expense for the ~~nine-month~~three ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~was ~~2012 is~~ $7933,~~075~~375 and $5157,~~493~~752, respectively, representing a $2724,~~582~~377 ~~increase~~decrease. The ~~increase~~decrease in interest expense is primarily attributable to ana ~~increase~~decrease in the notes payable balances. For the three months ended March 31, 2014, the Company recorded a loss on extinguishment of debt in the amount of $18,213. Additionally, for the three months ended March 31, 2014 the Company recorded a gain related to the forgiveness of interest in the amount of $5,704.

Net Loss

The net operating loss for the ~~nine-month~~three ~~periods~~months ended ~~September~~March 3031, ~~2013~~2014 and ~~September~~2013 ~~30,~~was ~~2012 is~~ $21,~~790~~076,~~664~~027 and $~~944~~261,~~025~~890, respectively, representing an a $1814,~~846,639~~137 increase. The increase in net ~~operating~~ loss is primarily attributable to aan ~~decrease~~increase in ~~revenues~~total ~~and~~expenses ~~increase~~related into ~~total~~stock ~~expenses~~issued for services.

-4-

Liquidity and Capital Resources

The term “liquidity” as used herein refers to the ability of an enterprise to generate adequate amounts of cash to meet the enterprise’s needs for cash. At the present time, our available cash is not sufficient to allow us to commence full execution of our business plan. We have minimal cash on hand and no ability to generate cash without the sale of equity or debt securities.

Our growth strategy for the next 12 months is primarily focused on seeking strategic acquisitions or joint ventures to acquire their respective operations and mailing lists in our attempt to increase our revenues and ~~increased~~increase ~~subscriber~~our ~~amount,~~subscribers. ofThere ~~which~~can be ~~there are~~ no assurances that we will be successful in this strategy. Our expansion program may require us to increase our payroll obligations, workers compensation premiums, and employer taxes if our revenues grow. Funds required to finance our expansion program are expected to come primarily from additional debt or equity financings during fiscal ~~2013~~2014; however, there are no assurances that we will be successful in obtaining any additional financing or that we will secure financing on terms that will be favorable to us.

WeDuring ~~are~~the ~~currently~~three ~~using~~months ~~funds~~ended atMarch ~~approximately~~31, 2014, we used $6552,~~000~~770 ~~per~~net ~~month. The~~cash ~~minimum~~in ~~period~~operations, received net cash of ~~time~~$2,754 ~~that~~from weinvesting ~~can~~activities ~~conduct~~and ~~our~~had ~~planned~~$57,500 ~~operations~~in ~~using~~net ~~currently~~cash ~~available~~provided from ~~capital~~the ~~resources~~sale isof ~~thirty~~debt ~~days. The~~and ~~minimum~~equity ~~amount~~securities to ofinvestors ~~funding~~after ~~needed~~principal inrepayments. During the ~~next~~three ~~year~~months isended ~~approximately~~March 31, 2013, we used $~~780~~162,923 net cash in operations and had $90,000 in cash provided from the sale of debt and equity securities to investors.

During the nine months ended September 30, 2013, we used $483,793 net cash in operations, received net cash of $38,759 from investing activities, and had $438,180 in net cash provided from the sale of debt and equity securities to investors after principal repayments. During the nine months ended September 30, 2012, we used $374,019 net cash in operations and had $319,200 in cash provided from the sale of debt and equity securities to investors. -18-

During the year ended December 31, 2012, we issued notes payable to third-party investors with a face value of $206,250. During the nine months ended September 30, 2013, we issued notes payable to third-party investors with a face value of $175,750. For each $1 borrowed, the lender received two warrants to purchase our common stock at 50 cents. Additionally, these notes are convertible into our stock at the option of the note holder at the rate of 50 cents per share. These notes had a maturity date of August 31, 2013, payable at face value plus accrued interest at maturity (unless converted to stock). The notes accrued interest at the rate of 10% per annum.

During the years ended December 31, 2011 and 2010, we issued notes payable to third party investors with a face value of $222,500 and $225,000, respectively, in conjunction with the sale of common and treasury stock. These notes issued had a common maturity date of August 31, 2013, payable at face value plus accrued interest at maturity. The notes accrued interest at the rate of 7% per annum.

During the third quarter of 2013, matured notes in the amount of $509,500 and accrued interest in the amount of $76,430 were converted into 1,171,848 shares of common stock. New short-term notes were issued for matured notes that were not converted into stock.

Our notes payable as of September 30, 2013 are $310,000.

Going Concern

Our financial statements have been prepared on the basis that wethe Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since ~~our~~ inception, wethe ~~have~~Company has primarily devoted ~~our~~its efforts to the development and implementation of ~~our~~its web-based business. ~~Our~~Operations ~~operations~~ have been funded through the private placement of ~~our~~ equity securities and debt financing. These Wesuccessful ~~anticipate~~funding ~~incurring~~efforts ~~additional~~have ~~losses~~allowed ~~prior~~the Company to ~~reaching~~reach aits ~~positive~~current state ~~operating~~of ~~cash~~development ~~flow~~despite ~~and~~incurring welosses ~~intend~~typical towith ~~finance~~an ~~our~~emerging ~~operations~~technology ~~through~~company. At ~~additional~~March ~~notes~~31, ~~payable~~2014, the Company had $12,656 in cash and ~~equity~~$966,911 ~~funding~~in negative working capital. IfAdditionally, wefor ~~are~~the ~~unable~~three tomonths ~~secure~~ended ~~adequate~~March ~~funding~~31, we2014 and ~~may~~2013, bethe ~~unable~~Company toincurred ~~continue~~net aslosses aof ~~going~~$1,076,027 ~~concern~~and $261,890, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~Critical~~ITEM 3. QUANTITATIVE ~~Accounting~~AND ~~Policies~~QUALITATIVE ~~and~~DISCLOSURES ~~Estimates~~ABOUT MARKET RISK

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Our estimates are based on assumptions we believe are reasonable under the circumstances. We will evaluate our estimates on an ongoing basis and make changes as experience develops or as we become aware of new information. Actual results may differ from these estimates.Interest Rates

We are ~~believe~~not ~~the~~being ~~following~~exposed ~~critical~~to ~~accounting~~market ~~policies~~risks ~~affect~~relating ~~our~~to ~~more~~changes ~~significant~~in ~~judgments~~interest ~~and~~rates ~~estimates~~because ~~used~~all outstanding debt bears interest at a fixed rate. We currently do not engage in ~~the~~any ~~preparation~~interest rate hedging activity and have no intention of ~~our~~doing ~~financial~~so ~~statements~~in the foreseeable future.

~~-5-~~Foreign Exchange

~~Revenue~~The company has no exposure to foreign exchange fluctuations.

We recognize revenue when a coupon is purchased from our on-line site. We estimate customer refunds based on historical data over time and reduce revenue by these estimated refunds. Sales of coupons are recognized at the time of the sale for the face value of the coupon less the amount due the merchant.Inflation

~~For~~Inflationary factors ~~coupons~~such ~~purchased~~as ~~from~~increases ~~sites~~in ~~under~~the acost ~~management~~of ~~agreement,~~our product and overhead costs may adversely affect our operating results. Although we do ~~receive~~not believe that inflation has had a ~~percentage~~material ofimpact ~~the~~on ~~net~~our ~~revenue~~financial ~~(face~~position ~~value~~or results of ~~the~~operations ~~coupon~~to ~~less~~date, ~~the~~a ~~amount~~high ~~due~~rate of inflation in the ~~merchant). This~~future ~~percentage~~may ~~ranges~~have ~~from~~an ~~100%~~adverse effect on our ability to ~~75%~~maintain current levels of gross margin and selling, ~~depending~~general and onadministrative ~~the~~expenses ~~terms~~as ~~negotiated~~a ~~with~~percentage of net sales if the ~~owner~~selling prices of ~~the~~our ~~site~~products ~~under~~do ~~management~~not increase with these increased costs.

~~For consulting agreements, revenue is recognized in the period services are performed and collectability is reasonably assured~~ITEM 4. ~~Revenue~~ CONTROLS isAND ~~reduced by estimated customer refunds~~PROCEDURES.

Income Taxes

Our financial statements will include an estimate of income taxes assessed for any legal jurisdiction in which we operate. These income taxes include both a current amount, as well as a deferred portion, which results from a variety of temporary book versus tax treatment differences, including net operating loss carry forwards. These differences result in deferred tax assets and liabilities, which are includible in the balance sheet. Once established, any deferred tax asset must be evaluated to determine whether it is more likely than not that the future tax benefits will be realized, including the likelihood that we will generate sufficient future taxable income to utilize the full amount. When facts and circumstances warrant, we will establish, increase or reduce valuation allowances associated with deferred tax assets in order to reflect which assets meet the more-likely-than-not realizability test. Based on the cumulative losses and lack of operating history, we have recorded a valuation allowance against our net deferred tax assets as we believe that it is more likely than not that these deferred tax assets will not be realized.

Impairment of Long-Lived Assets

We account for long-lived assets in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles – Goodwill and Other (ASC 350 ). We periodically evaluate long-lived assets for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions, and legal factors. The valuation of long-lived assets requires the use of judgment in evaluating these indicators.

In accordance with ASC 350, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Our long-lived assets consist primarily of the capitalized cost of website development which has an estimated useful life of three to five years.

Stock-Based Compensation

We comply with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions and requires an entity to measure 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). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments is estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of stock option awards granted is generally based on the “simplified” method for “plain vanilla” options discussed in SEC Staff Accounting Bulletin (“SAB”) No. 107, as amended by SAB No. 110. The expected volatility is derived from historical volatility of a similar company whose stock is in our industry sector and on the OTCBB for a period that matches the expected term of the option. We base the risk-free interest rate that we use in our option pricing valuation model on the implied yield in effect at the time of option grant on constant maturity U.S. Treasury issues with equivalent remaining terms.

-6-

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for each grant for years ended December 31, 2012 and 2011; risk-free interest rate between 1.67% and 1.80%, no dividend yield, expected lives of ten years and volatility of 40%.

Nonemployee awards

Recent Accounting Pronouncements

The most significant recent accounting direction relating to reporting revenue in our industry comes from the Securities and Exchange Commission. The SEC requires that revenue be reported net of payments to merchants, rather than gross with payments to merchants reflected as cost of sales. We follow this treatment in our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Inapplicable. We have no market sensitive instruments.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

~~PART II~~- ~~OTHER INFORMATION~~19-

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales of Equity Securities

Services Shares

Effective as of August 31, 2013, we issued the following restricted common stock shares and other securities:

a) 150,000 shares to a consultant for business development services;

b) 100,000 shares to a consultant for Advisory Board services;

c) 400,000 shares to a consulting firm for Advisory Board services;

d) 1,500,000 shares and 1,250,000 options to a consultant for business development services and 400,000 shares to the Consultant’s designees;

e) 50,000 shares to a consultant for business development services;

f) 50,000 shares to a consultant for business development services;

g) 100,000 shares to a consultant for business development services;

h) 100,00 shares to a consultant for business development services;

i) 100,000 shares to a consultant for business development services;

j) 150,000 shares and 100,000 options for business development services

k) 50,000 options to an accountant for accounting services;

l) 170,000 shares to an attorney for legal services;

m) 50,000 shares to an accountant for accounting services; and

n) 593,000 options to an employee.

-7-

Cash Purchase Restricted Common Stock Shares

a) On July 1, 2013, we sold 83,333 shares of our common stock at $0.60 per share to an accredited investor for an aggregate purchase price of $50,000;

b) On August 20, 2013, we sold 8,333 shares of our common stock at $0.60 per share to an accredited investor for an aggregate purchase price of $5,000;

c) On September 3, 2013, we sold 100,000 shares of our common stock at $0.60 per share to an accredited investor for an aggregate purchase price of $60,000;

d) On September 20, 2013, we sold 100,000 shares of our common stock at $0.60 per share to an accredited investor for an aggregate purchase price of $60,000; and

e) On September 23, 2013, we sold 33,333 shares of our common stock at $0.60 per share to an accredited investor for an aggregate purchase price of $20,000

Acquisition Shares

Pursuant to the terms of Asset Purchase Agreements, we issued the following restricted common stock shares to the entities listed below:

a) 135,000 shares to Deal a Day, Inc., a California Corporation;

b) 310,000 shares to Cloops, Inc., a California Corporation; and

c) 255,000 to HC Consulting Group, LLC, a Georgia Limited Liability Company

Conversion Shares

During the third quarter of 2013, we issued 1,171,848 shares of our common stock for share conversions exercised in connection with notes payable. The shares were valued at fifty cents per share.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Inapplicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No.		Description

31.1		Rule 13a-14(a)/15d14(a) Certification of Pat Martin, Chief Executive Officer (attached hereto)

31.2		Rule 13a-14(a)/15d14(a) Certification of Pat Martin, the Chief Financial Officer (attached hereto)

32.1		Section 1350 Certification of Pat Martin, Chief Executive Officer (attached hereto)

32.2		Section 1350 Certification Pat Martin, Chief Financial Officer (attached hereto)

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

~~_____________~~-20-

-8-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Discount Coupons Corporation
Dated: November 13, 2013	By:	/s/ Pat Martin
Dated: August 29, 2014	By:	/s/ Pat Martin
	Name	Pat Martin
	Title:	Principal Executive Officer President/Chief Executive Officer/ Chief Financial Officer/Principal Accounting Officer/Chairman of the Board of Directors

-921-

Filing Compare · Discount Coupons Corp