FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

March 31, 2020 and 2019

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of June 30, 2019,March 31, 2020, there were approximately 61,125,546,528510,586,539 potentially dilutive shares outstanding.

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842) (“ASU 2016-02”), which requires lessees to recognize at the commencement date for all leases, with the exception of short-term leases, (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The ASU requires adoption using a modified retrospective transition approach with either (a) periods prior to the adoption date being recast or (b) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. As at March 31, 2020 the Company has no lease obligations.

3. RELATED PARTY TRANSACTIONS AND BALANCES

During the three months ended March 31, 2020, the Company incurred $114,800 (2019: $114,800) in salaries and payroll taxes to officers and directors with such costs being recorded as general and administrative expenses.

During the three months ended March 31, 2020, the Company incurred $9,000, $150,000, and $15,000 (2019: $15,000, $30,588, and $15,000) in app hosting, app development and rent to a company with two officers and directors in common with such costs being recorded as app hosting, product development and general and administrative expenses.

As of March 31, 2020, the Company had a stock subscription receivable totaling $4,500 (December 31, 2019: $4,500) from an officer and director and from a company with an officer and director in common.

As of March 31, 2020, accounts payable includes $51,412 (December 31, 2019: receivable of $30,083) due to a company with two officers and directors in common, and $885,916 (December 31, 2019: $783,416) payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand.

4. CONVERTIBLE DEBENTURES

On March 26, 2019 the adoptionCompany entered into a Debt Restructuring Agreement (the “Agreement”) with Robert A. Rositano Jr. (“Robert Rositano”), Dean Rositano (“Dean Rositano”), Frank Garcia (“Garcia”), Checkmate Mobile, Inc. (“Checkmate”), Alpha Capital Anstalt (“Alpha”), Coventry Enterprises, LLC (“Coventry”), Palladium Capital Advisors, LLC (“Palladium”), EMA Financial, LLC (“EMA”), Michael Finkelstein (“Finkelstein”), and Barbara R. Mittman (“Mittman”), each being a debt holder of ASU No. 2016-02the Company.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

March 31, 2020 and 2019

(Unaudited)

4. CONVERTIBLE DEBENTURES (CONTINUED)

The debt holders agreed to convert their debt of approximately $6.3 million and accrued interest of approximately $1.8 million into an initial 5,902,589 shares of common stock as set forth in the Agreement upon the Company meeting certain milestones including but not limited to: the Company effecting a reverse stock split and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; certain vendors and Company employees forgiving an aggregate of $1,000,000 in amounts owed to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement. As part of the Agreement the parties signed a Rights to Shares Agreement. Whereas the Agreement called for all the shares to be delivered at closing, the holders are generally restricted to beneficial ownership of up to 4.99% of the company’s common shares outstanding. The Rights to Shares Agreement allows for the Company to issue shares to each holder up the 4.99% limitation while preserving the holders’ rights to the total shares in schedule A of the Agreement.

On December 26, 2019, all parties signed an amendment to the Agreement which set forth, among other things, the following:

Company Principals have given Holders notice that it has satisfied all conditions of closing.

The Agreement is considered Closed as of November 5, 2019 (“Settlement Date”) and any conditions of closing not satisfied are waived.

Reset Dates. The “Reset Dates” as set forth in Section 1(h) of the Agreement shall be as follows: March 4, 2020 and July 2, 2020. As of the reset dates the holders can convert all or part of the settled note amounts at the lower of (i) 75% of the closing bid price for the Common Stock on such respective Reset Date, or (ii) the VWAP for the Company’s Common Stock for the 7 trading days immediately preceding and including such respective Reset Dates. This reset provision provides for the issuance of additional shares above the initial 5,902,589 shares for no additional consideration as measured at each of the two reset dates.

On March 4, 2020 the Company became obligated issue an additional 36,193,098 shares of common stock and on July 2, 2020 it became obligated to issue an additional 63,275,243 shares for a total amount of shares due of 105,370,930.

The Company determined that the reset provision represents a standalone derivative liability. Accordingly, this debt restructure transaction was accounted for as an extinguishment of debt for consideration equal to the $2,384,646 fair value of the 5,902,589 common shares issuable, based on the $0.404 quoted trading price of the Company’s common stock price on the settlement date, and the initial fair value of the derivative liability of $12,653,000 resulting in a loss on debt extinguishment of $6,954,920. 

The Company adjusts its derivative liability to fair value at each reporting and settlement date, with changes in fair value reported in the statement of operations. The Company estimated the fair value of the obligations to issue common stock pursuant to the Debt Restructuring Agreement, as amended, using Monte Carlo simulations and the following assumptions:

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

March 31, 2020 and 2019

(Unaudited)

4. CONVERTIBLE DEBENTURES (CONTINUED)

Derivative Liabilities

The Company accounts for its obligation to issue common stock (“Reset Provision”) as derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” which are reflected as liabilities at fair value on the consolidated balance sheet, with changes in fair value reported in the consolidated statement of operations. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The number of shares of common stock the Company could be obligated to issue, is based on future trading prices of the Company’s common stock. To reflect this uncertainty in estimating the fair value of the potential obligation to issue common stock, the Company uses a Monte Carlo model that considers the reporting date trading price, historical volatility of the Company’s common stock, and risk free rate in estimating the fair value of the potential obligation to issue common stock. The results of the Monte Carlo simulation model are most sensitive to inputs for expected volatility. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The estimated fair values may not represent future fair values and may not be realizable. We categorize our fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of March 31, 2020, the fair value of the Company’s potential obligation to issue common stock was $5,554,000.

The following is a summary of activity related to the derivative liability for the three months ended March 31, 2020:

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTE

On April 7, 2017, the Company entered into a Settlement Agreement with Joseph Canouse (the “Agreement”). The Company and Mr. Canouse had been in a dispute regarding what amount, if any, was owed pursuant to a consulting agreement between the parties signed in April 2014. In December 2016, Mr. Canouse obtained a judgment in state court in Georgia and the right to garnish the Company’s bank accounts. Pursuant to the Settlement Agreement, the Company agreed to issue an 8% Convertible Note in the principal amount of $82,931 (the “Note”). The Note was issued to J.P. Carey Inc., an entity controlled by Mr. Canouse. Although the Note is dated March 30, 2017, it was issued on April 7, 2017. The note maturity date was September 30, 2017. In return for the issuance of the Note, Mr. Canouse filed a Consent Motion to Withdraw Judgment, dismiss all garnishments, and cease all collection activities.

The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price, whichever is lower. Mr. Canouse does not have the right to convert the Note, to the extent that he would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date of September 30, 2017 and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Note becomes immediately due and payable. The Company defaulted by not paying the principal and interest on September 30, 2017 and has been recording interest at the 24% default rate. The Company also defaulted by being late with filing the Form 10-K on May 29, 2020.

During the year ended December 31, 2019:

The Company incurred $51,980 in interest related to the note.

J.P. Carey converted $1,002 of principal into 120,000 shares of the Company’s common stock at a price of $0.0084.

J.P. Carey assigned $10,000 of the note to World Market Ventures, LLC and assigned $6,000 of the note to Anvil Financial Management LTD LLC. The assignments carry the same conversion rights as the original note. World Market Ventures converted $6,000 of principal into 120,000 shares of the Company’s common stock at a price of $0.05. Anvil converted $6,000 of principal into 120,000 shares of the Company’s common stock at a price of $0.05.

At December 31, 2019, the J.P. Carey note balance including accrued interest of $51,980 was $121,910 including the portion assigned to World Market Ventures of $4,000.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

March 31, 2020 and 2019

(Unaudited)

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTE (CONTINUED)

During the three months ended March 31, 2020:

The Company incurred $7,308 in interest related to the note through March 31, 2020.

J.P. Carey converted $15,950 of principal into 290,000 shares of the Company’s common stock at a price of $0.055.

World Market Ventures converted the remaining balance of $4,000 of principal into 72,595 shares of the Company’s common stock at a price of $0.0551.

At March 31, 2020, the J.P. Carey note principal balance was $49,979 and accrued interest was $59,289.

6. COMMITMENTS AND CONTINGENCIES

The following table summarizes the Company’s significant contractual obligations as of March 31, 2020:

On April 3, 2019, the Company entered into employment agreements with three officers. Pursuant to the agreements, the Company shall pay officers an aggregate annual salary amount of $400,000. Upon a successful launch of the company’s Fan Pass mobile app or website, and the Company achieving various levels if subscribers, the officers will receive additional bonuses and salary increases.

Integrity Media, Inc. (“Integrity”) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Company’s answers. The court did not strike the answers but the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Company’s motion to vacate the default judgement whereby the previously entered default judgement was voided and a trial date of August 26, 2019 was set.

On September 19, 2019, the Company entered into a Settlement Agreement with Integrity Media settling the civil action known as Integrity Media, Inc. vs. Friendable, Inc. et al., Orange County Case No. 30-2016-00867956-CU-CO-CJC. Pursuant to the Settlement Agreement, the Company agreed to issue to Integrity 750,000 shares of its common stock in exchange for 275 of the Company’s preferred shares held by Integrity and the cash payment of $30,000 for costs. Robert Rositano, the Company’s CEO, has also personally guaranteed the Company’s compliance with the terms of the Settlement Agreement. The cash payment is to be made within 6 months of the date of the Settlement Agreement. As of the date of filing of this report the cash amount has not been paid and the preferred shares have not been returned. Additionally, Integrity will be entitled to additional shares if (i) the price of the Company’s common stock is below $1.34 at either the 120 day or 240 day reset dates set forth in the Company’s Debt Restructure Agreement as amended entered into with various debt holders on March 26, 2019 effective November 5, 2019. The Company has determined that a total of 4,275,000 additional shares would be issuable on the first “reset” date of March 4, 2020 based on a share price of $0.20 on that date and a total of 7,537,500 additional shares would be issuable on the second “reset” date of July 2, 2020 based on a shares price of $0.08 on that date for a total of 12,562,500 shares. Integrity will also be entitled to a “true-up” by issuance of additional common shares on the issuance date should the share price of the Company’s common stock on the issuance date be below $1. The true-up shares will adjust the value of the aggregate shares issued to be $750,000 on the date of issuance. As of March 31, 2020, no shares have been issued nor cash paid as the shares due are reflected as the $1,005,000 liability until the final July 2, 2020 reset date. As of March 31, 2020, the Company has a provision for settlement of lawsuit balance of $1,035,000 with $1,005,000 ($750,000 plus a premium of $255,000) recorded as a liability payable in common stock in accordance with ASC 480 and $30,000 as an effect on its consolidated financial statements.accrued liability.

COVID-19 Disclosure

The coronavirus pandemic could adversely impact our operations, supply chains and distribution systems and demand for our products and services. The coronavirus pandemic could adversely impact our ability to raise capital.

During the six months ended June 30, 2019, the Company received $250,368 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of common stock in the Company. The SPA’s are of two separate types. In the first type of SPA, the holders are entitled to sharesif the Series A Preferred stock were converted at the date of the Company’s stock and Company founders pledge to match the shares on a 1:1 basis from their personal shares. In the second type of SPA, investors will be issued common stock and revenue sharing rights, plus, depending on investments levels holders will be awarded app subscriptions, merchandise, backstage passes to celebrity events, and travel expenses. As of June 30, 2019, no shares or awards have been issued in relation to these SPA’s.record.

14

4.  SHARE PURCHASE WARRANTS

Balance of share purchase warrants as of June 30, 2019 and year ended June 30, 2018 are:

		Weighted Average
		Exercise
	Number of Warrants	Price $
Balance, June 30, 2018	1,096,335,757	0.004
Balance, June 30, 2019	1,096,335,757	0.004

9

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2020 and 2019

(Unaudited)

7. COMMON AND PREFERRED STOCK (CONTINUED)

During the year ended December 31, 2019, 588 shares of Series A preferred stock were converted to common stock by two related parties who donated them to the Diocese of Monterey. In addition, 890 Series A shares were converted into 2,018,746 common shares by parties related to the two directors. The 2,018,746 common shares were issuable as of December 31, 2019 and were subsequently issued during the three months ended March 31, 2020.

During the three months ended March 31, 2020 two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock.

Series B:

On August 8, 2019 the Company filed a Designation of Series B convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series B Preferred Stock with a stated value of $1.00 per share. A holder of Series B Preferred Stock has the right to convert their Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. Initially, the conversion price for the Series B Preferred Stock is $.25 per share, subject to standard anti-dilution adjustments. Additionally, each share of Series B Preferred Stock shall be entitled to, as a dividend, a pro rata portion of an amount equal to 10% (Ten Percent) of the Net Revenues (“Net Revenues” being Gross Sales minus Cost of Goods Sold) derived from the subscriptions and other sales, but excluding and net of Vimeo fees, processing fees and up sells, generated by Fan Pass Inc., the wholly-owned subsidiary of the Corporation. The Series B Dividend shall be calculated and paid on a monthly basis in arrears starting on the day 30 days following the first day of the month following the initial issuance of the Series B Preferred and continuing for a period of 60 (Sixty) months. The holders of Series B Preferred stock shall have no voting rights. The holders of Series B Preferred stock shall not be entitled to receive any dividends other than noted above. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series B Preferred Stock shall be entitled to be paid the liquidation amount, as defined out of the assets of the Company available for distribution to its shareholders, after distributions to holders of the Series A Preferred Stock and before distributions to holders of Common Stock.

During the year ended December 31, 2019, the Company entered into Security Purchase Agreements with various investors for the purchase of 205,000 shares Series B convertible Preferred stock and received $205,000 in cash. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25.

During the year ended December 31, 2019, The Company entered into a Security Purchase Agreements with a related party for the purchase of 79,000 shares Series B Preferred stock. The $79,000 was settled against accounts payable owed to the related party. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25.

Series C:

On November 25, 2019 the Company filed a Designation of Series C convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series C Preferred Stock with a stated value of $1.00 per share. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends with the Company’s common stock, par value 0.0001 per share (“Common Stock”) (the Series C Preferred Stock will convert into common stock immediately upon liquidation and be pari passu with the common stock in the event of litigation), and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company. The Series C Preferred Stock does not have any voting rights. Each share of Series C Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value of $1.00 (the “Divided Rate”), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion and increase to 22% upon an event of default as defined. In the event of any default other than the Company’s failure to issue shares upon conversion, the stated price will be $1.50. In a default event where the Company fails to issue shares upon conversion, the stated price will $2.00. The holder shall have the right six months following the issuance date, to convert all or any part of the outstanding Series C Preferred Stock into shares of common stock of the Company. The conversion price shall equal the Variable Conversion Price. The “Variable Conversion Price” shall mean 71% multiplied by the market price, representing a discount rate of 29%. Market price means the average of the two lowest trading prices for the Company’s common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series C Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders. The Company will have the right, at the Company’s option, to redeem all or any portion of the shares of Series C Preferred Stock, exercisable on not more than three trading days prior written notice to the Holders, in full, in accordance with Section 6 of the designations at a premium of up to 35% for up to six months. Company’s mandatory redemption: On the earlier to occur of (i) the date which is twenty-four (24) months following the Issuance Date and (ii) the occurrence of an Event of Default (the “Mandatory Redemption Date”), the Company shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted).

15

FOR

FRIENDABLE, INC.

NOTES TO THE PERIOD ENDED JUNE 30,CONSOLIDATED FINANCIAL STATEMENTS 

March 31, 2020 and 2019

(Expressed

(Unaudited)

7. COMMON AND PREFERRED STOCK (CONTINUED)

During the year ended December 31, 2019, 149,300 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.91 per share for a total of $136,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at December 31, 2019. Furthermore, because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $55,549 recorded and charged to interest expense. The total amount is reflected at $191,549 at December 31, 2019.

During the three months ended March 31, 2020, 38,000 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.87 per share for a total of $33,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at March 31, 2020. Because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $13,479 recorded and charged to interest expense. In addition, the Company recorded a cumulative dividend payable of $3,682 to the mandatorily redeemable Series C convertible preferred stock liability with this amount being recorded as interest expense since the Series C liability must be reflected at redemption value. Together with the 2019 issuances the total amount is reflected at $241,710 at March 31, 2020.

8. SHARE PURCHASE WARRANTS

Activity in US dollars)

5.2020 and 2019 is as follows:

		Number of Warrants				Weighted Average Exercise Price $				Weighted Average Remaining Life
Balance, December 31, 2018			60,908				72.00
Balance, December 31, 2019			60,908				72.00
Balance, March 31, 2020			60,908				72.00				1.3

9. STOCK-BASED COMPENSATION

On November 22, 2011, the Board of Directors of the Company approved a stock option plan (“2011 Stock Option Plan”), the purpose of which is to enhance the Company’s stockholder value and financial performance by attracting, retaining and motivating the Company’s officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company’s success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 4,974 shares of common stock of the Company. 

The following table summarizes the options outstanding and exercisable under the 2011 Stock Option Plan as of June 30, 2019:

	Option Price
Expiry Date	Per Share($)	Number
December 21, 2021	1,680	1,725
June 21, 2022	400	500
June 25, 2023	134	850
	$1,044	3,075

The Board of Directors and the stockholders holding a majority of the voting power approved a 2014 Equity Incentive Plan (the “2014 Plan”) on February 28, 2014, with a to be determined effective date. The date never became effective. The purpose of the 2014 Plan is to assist the Company and its affiliates in attracting, retaining and providing incentives to employees, directors, consultants and independent contractors who serve the Company and its affiliates by offering them the opportunity to acquire or increase their proprietary interest in the Company and to promote the identification of their interests with those of the stockholders of the Company. The 2014 Plan will also be used to make grants to further reward and incentivize current employees and others.

There are 120,6797 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Company’s shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four-year period with 25% being vested after the end of one (1) year of service and the remainder vesting equally over a 36-month period. The Board may award options that may vest based upon the achievement of certain performance milestones. As of June 30, 2019,March 31, 2020, no options have been awarded under the 2014 Plan. Effective August 27, 2019, the Company effected a reverse split of the common stock of 1 for 18,000 (Note 1) which eliminated all the options which were previously outstanding.

16

The following table summarizes the Company’s stock options outstanding and exercisable:

	Number of Options	Weighted Average Exercise Price $	Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value $
Outstanding and exercisable, December 31, 2017	3,075	1,044	6.57	-
Outstanding and exercisable, June 30, 2018	3,075	1,044	5.57	-
Outstanding and exercisable, June 30, 2019	3,075	1,044	4. 57	-

6.  COMMITMENTS

The following table summarizes the Company’s significant contractual obligations as of June 30, 2019:

		$
Employment Agreements (1)		150,000

 (1) Employment agreements with related parties.

10

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED JUNE 30,

March 31, 2020 and 2019

(Expressed in US dollars)

7.  RELATED PARTY TRANSACTIONS AND BALANCES

During the six months ended June 30, 2019, the Company incurred $229,600 (2018: $229,600) in salaries to officers and directors with such costs being recorded as general and administrative expenses.

During the six months ended June 30, 2019, the Company incurred $15,767, $55,000, and $30,000 (2018: $279,305, $0, and $30,000) in app hosting, app development and rent to a company with two officers and directors in common with such costs being recorded as app hosting, product development and general and administrative expenses.

As of June 30, 2019, the Company had a stock subscription receivable totaling $4,500 (December 31, 2018: $4,500) from an officer and director and from a company with an officer and director in common.

As of June 30, 2019, accounts payable includes $82,566 (December 31, 2018: $721,099) payable to a company with two officers and directors in common, and $581,331 (December 31, 2018: $798,580) payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand.

During the six months ended June 30, 2019, three officers forgave debt totaling $400,000 and a company controlled by two officers of the Company forgave debt totaling $600,000. The debt forgiveness was considered a capital transaction and therefore $1,000,000 was recorded as an increase in additional paid-in capital as of June 30, 2019.

The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties.

8.

(Unaudited)

10. FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, cash is based on Level 1 inputs. The Company believes that the recorded values of accounts receivable and accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Company’s convertible debentures and promissory note approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments.

As of June 30, 2019,March 31, 2020 there were no assets or liabilitieswas a derivative measured at fair value on a recurring basis (see note 4) presented on the Company’s consolidated balance sheet, other than cash. as follows:

Liabilities at Fair Value March 31, 2020

Level 1

Level 2

Level 3

Total

Derivative Liability

5,554,000

5,554,000

17

11

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED JUNE 30,

March 31, 2020 and 2019

(Expressed in US dollars)

9.  CONVERTIBLE DEBENTURES

Current Convertible Debentures:

Conversion Feature		Issuance	Net Principal ($)	Discount ($)	Carrying Value ($)	Interest Rate		Maturity Date
a	)	2-Apr-13	5,054	-	5,054	0	%	2-Jan-14
d	)	5-Aug-15	474,900	-	474,900	7	%	5-Feb-17
d	)	5-Aug-15	18,750	-	18,750	7	%	5-Feb-17
c	)	17-Feb-15	102,135	-	102,135	8	%	17-Feb-16
b	)	17-Feb-15	5,000	-	5,000	8	%	17-Feb-16
b	)	27-Feb-15	37,500	-	37,500	8	%	27-Feb-16
b	)	19-Mar-15	53,551	-	53,551	8	%	19-Mar-16
b	)	19-Mar-15	8,000	-	8,000	8	%	19-Mar-16
b	)	11-May-15	50,000	-	50,000	8	%	11-May-16
b	)	2-Jun-15	29,500	-	29,500	8	%	2-Jun-16
b	)	2-Jun-15	45,966	-	45,966	8	%	2-Jun-16
b	)	2-Jun-15	10,000	-	10,000	8	%	2-Jun-16
b	)	2-Jun-15	58,540	-	58,540	8	%	2-Jun-16
b	)	2-Jun-15	35,408	-	35,408	8	%	2-Jun-16
b	)	2-Jun-15	20,758	-	20,758	8	%	2-Jun-16
c	)	11-Jun-15	50,000	-	50,000	8	%	27-Mar-16
b	)	19-Jun-15	30,464	-	30,464	8	%	19-Jun-16
b	)	19-Jun-15	30,000	-	30,000	8	%	19-Jun-16
b	)	19-Jun-15	35,408	-	35,408	8	%	19-Jun-16
b	)	24-Jun-15	37,500	-	37,500	8	%	27-Feb-16
b	)	24-Jun-15	35,000	-	35,000	8	%	12-Feb-16
b	)	24-Jun-15	37,500	-	37,500	8	%	12-Mar-16
b	)	7-Jul-15	75,000	-	75,000	8	%	7-Oct-15
b	)	1-Aug-15	17,408	-	17,408	8	%	4-Aug-16
b	)	1-Aug-15	30,000	-	30,000	8	%	1-Aug-16
b	)	1-Aug-15	35,408	-	35,408	8	%	1-Aug-16
b	)	21-Sep-15	64,744	-	64,744	8	%	21-Sep-16
b	)	3-May-16	50,000	-	50,000	8	%	3-May-17
b	)	3-May-16	50,000	-	50,000	8	%	11-May-16
b	)	3-May-16	29,500	-	29,500	8	%	2-Jun-16
b	)	3-May-16	45,965	-	45,965	8	%	2-Jun-16
b	)	24-May-16	61,571	-	61,571	8	%	24-May-17
b	)	24-May-16	30,464	-	30,464	8	%	19-Jun-16
b	)	26-May-16	157,500	-	157,500	8	%	26-May-17
b	)	15-Jun-16	5,000	-	5,000	8	%	15-Jun-17
d	)	3-Jun-16	160,000	-	160,000	7	%	8-Sep-17
d	)	3-Jun-16	4,000	-	4,000	7	%	8-Sep-17
d	)	15-Jun-16	50,000	-	50,000	7	%	8-Sep-17
d	)	15-Jun-16	1,250	-	1,250	7	%	8-Sep-17
d	)	17-May-16	100,000	-	100,000	7	%	8-Sep-17
d	)	17-May-16	2,500	-	2,500	7	%	8-Sep-17
d	)	20-May-16	110,000	-	110,000	7	%	8-Sep-17
d	)	20-May-16	2,750	-	2,750	7	%	8-Sep-17
d	)	27-Jan-16	250,000	-	250,000	7	%	27-Jul-17
d	)	8-Mar-16	110,000	-	110,000	7	%	8-Sep-17
d	)	27-Jan-16	18,750	-	18,750	7	%	27-Jul-17
d	)	8-Mar-16	5,000	-	5,000	7	%	8-Sep-17

12

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED JUNE 30, 2019

(Expressed in US dollars)

9.  CONVERTIBLE DEBENTURES (CONTINUED)

d	)	8-Mar-16	90,000	-	90,000	8	%	8-Sep-17
b	)	8-Jul-16	50,000	-	50,000	7	%	8-Sep-17
b	)	4-Aug-16	110,000	-	110,000	7	%	8-Sep-17
d	)	15-Aug-16	157,000	-	157,000	7	%	8-Sep-17
d	)	12-Sep-16	83,000	-	83,000	7	%	8-Sep-17
d	)	8-Jul-16	1,250	-	1,250	7	%	8-Sep-17
d	)	4-Aug-16	2,750	-	2,750	7	%	8-Sep-17
d	)	15-Aug-16	3,925	-	3,925	7	%	8-Sep-17
d	)	12-Sep-16	2,075	-	2,075	7	%	8-Sep-17
d	)	4-Aug-16	110,000	-	110,000	8	%	4-Aug-17
b	)	15-Aug-16	157,500	-	157,500	8	%	15-Aug-17
b	)	8-Sep-16	80,000	-	80,000	8	%	8-Sep-17
b	)	11-Nov-16	80,000	-	80,000	8	%	11-Nov-17
b	)	5-Dec-16	88,000	-	88,000	8	%	5-Dec-17
b	)	9-Jan-17	84,000	-	84,000	8	%	6-Jan-18
b	)	13-Mar-17	32,000	-	32,000	8	%	13-Mar-18
c	)	2-Feb-17	90,198	-	90,198	8	%	2-Feb-18
c	)	15-Mar-17	96,000	-	96,000	8	%	15-Mar-18
d	)	7-Oct-16	465,000	-	465,000	7	%	7-Apr-18
d	)	7-Nov-16	295,000	-	295,000	7	%	7-May-18
d	)	12-Dec-16	295,000	-	295,000	7	%	12-Jun-18
d	)	18-Jan-17	295,000	-	295,000	7	%	7-Apr-18
b	)	7-Apr-17	25,000	-	25,000	8	%	7-Apr-18
b	)	3-May-17	27,000	-	27,000	8	%	3-May-18
c	)	5-May-17	30,000	-	30,000	8	%	5-May-18
b	)	2-Jun-17	27,000	-	27,000	8	%	2-Jun-18
s) d	)	21-Jul-17	790,965	-	790,965	10	%	21-Jul-18
s) d	)	14-Aug-18	30,000	-	30,000	10	%	31-Dec-18
s) d	)	21-Jul-17	24,000	-	24,000	10	%	21-Jul-18
			6,299,407	-	6,299,407

a)

The conversion

(Unaudited)

11. SUBSEQUENT EVENTS

Subsequent to March 31, 2020, the Company issued 78,000 shares of common stock to a consultant valued at $0.13 based on the quoted trading price per share equalfor services valued at $10,608.

Subsequent to March 31, 2020, the Company issued 2,211,495 shares of common stock on conversion of principal of $56,520 on convertible notes at an average contractual price of $0.0256.

Subsequent to March 31, 2020, the Company raised $95,000 in financing by issuing new convertible notes. Interest accrues at 12% per annum and the notes are convertible, subject to rule 144, at a 50% discount to the lower of:

i.

100% of the averagelowest trading price of the Company’s common stock for the 5 trading days preceding the conversion date;

ii.

70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date.

b)

The conversion price is equal to 50% of the lowest closing bid price of the Company’s common stock for the 15-20 trading days preceding the conversion date subject to a maximum conversion price ranging from $0.0005-$0.05.

c)

The conversion price equal to 50% of the lowest closing bid price of the Company’s common stock in the 20-25 tradingpreceding 25 days prior to conversion.

Subsequent to March 31, 2020, the conversion.

d)

The conversion price is fixed ranging from $0.0003 - $0.0078.

s)

Convertible debenture is secured.

13

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED JUNE 30, 2019

(ExpressedCompany recorded the obligation to issue 63,275,243 additional shares of common stock based on the second reset date of July 2, 2020 in US dollars)

9.  CONVERTIBLE DEBENTURES (CONTINUED)

At June 30, 2019, convertible debenturesaccordance with the principal amountdebt restructuring agreement. (See note 4)

Subsequent to March 31, 2020, with respect to the Settlement Agreement with Integrity Media, the Company has determined that a total of $6,299,407 are subject4,275,000 additional shares would be issuable on the first “reset” date of March 4, 2020 based on a shares price of $0.20 on that date and a total of 7,537,500 additional shares would be issuable on the second “reset” date of July 2, 2020 based on a shares price of $0.08 on that date for a total common shares due to a General Security Agreement covering substantially allIntegrity including the initial 750,000 common shares of 12,562,500 shares. (See note 6)

On May 29, 2020 the Company defaulted on the outstanding Series C preferred stock previously issued by being late with the Form 10-K filing on the extended date. Under the default provision of the Company’s assets.

Series A preferred stock the interest rate increases from 8% to 22% and the stated price increases from $1.00 to $1.50. The Company has evaluated whether separate financial instruments withrecorded a penalty of $84,500 to increase the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertibleliability to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, atits increased redemption value.

On June 30, 2019 the conversion features and non-standard anti-dilution provisions would not meet derivative classification.

Convertible debentures with maturity dates prior to June 30, 2019 are now due on demand.

10. PROMISSORY NOTE

On December 14, 2018,3, 2020 the Company issued a promissory note for proceeds of $100,000 at 12% interest per annum. The maturity date of the note is December 14, 2019. The note includes a conversion feature that entitles the holder to receive 1.63% equity ownership of Friendable, Inc. and 18.2% equity ownership of Fan Pass, Inc. upon conversion. During the six months ended June 30, 2019, the Company incurred $5,951 in interest expense in connection with the promissory note.

The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at June 30, 2019 the conversion features and non-standard anti-dilution provisions would not meet derivative classification.

11.  DEBT RESTRUCTURE AGREEMENT

On March 26, 2019, the CompanyEclectic Artists LLC (“E Artists”) entered into a Debt RestructuringPartner Agreement and Stock Subscription Agreement, pursuant to which E Artists will engage musical artists and other talent to engage on the Company’s FanPass platform, providing live streaming events available through the FanPass mobile application. As compensation for bringing the artists to the FanPass platform, E Artists will receive 5% of net revenue attributable to the Fan Pass platform, initially for a period of 18 months. In addition, E Artists will receive Series A preferred stock such that when converted would be equal to 5% of the outstanding common stock. The number of Series A preferred shares was initially calculated at 118 shares valued at $131,119. Concurrent with related partiesthe issuance of the Series A Shares to E Artists, Robert A. Rositano, Jr., the Company’s CEO and Dean Rositano, Frank Garcia, and Checkmate Mobile, Inc. and Alpha Capital Anstalt, Coventry Enterprises, LLC, Palladium Capital Advisors, LLC, EMA Financial, LLC, Michael Finkelstein, and Barbara R. Mittman, each being a debt holder of the Company.

The debt holders have agreed to convert their debt into certain amounts of common stock as set forth in the Agreement upon the Company meeting certain milestones including but not limited to: the Company effecting a reverse stock split and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; Checkmate Mobile, Inc. and Company officers forgivingCompany’s president, will return an aggregate of $1,000,000 in amounts owed118 Series A Preferred shares to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $0.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement.

12. CONTINGENCY

Integrity Media, Inc. (“Integrity”) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Company’s answers. The court did not strike the answers but the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Company’s motion to vacate the default judgement whereby the previously entered default judgement has now been voided and a trial date of August 26, 2019 has been set. The Company fully intends to defend itself against these allegations and believes that the claim is without merit.treasury.

18

13. SUBSEQUENT EVENTS

Subsequent to June 30, 2019, the Company received $75,000 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of Series B preferred stock in the Company. As of August 20, 2019, no shares have been issued in relation to these SPA’s.

Subsequent to June 30, 2019, the Company entered in an agreement with a third party to develop a web and mobile application for use on IOS, Android, and the web. As of August 20, 2019, the Company has received a startup payment of $38,000.

On July 3, 2019, Alpha Capital Anstalt sold and assigned all of its Notes, with the Company to Ellis International LP. Simultaneously therewith, Ellis joined the Debt Restructure Agreement taking the place of Alpha Capital. Alpha Capital is no longer a debt holder of the Company. There were no changes in terms of any of the Notes acquired by Ellis from Alpha Capital and no changes to the Debt Restructure Agreement as a result of the Assignment by By Alpha Capital to Ellis or as a result of Ellis's joinder in the Debt Restructure Agreement.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We were

Friendable, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada on June 5, 2007. Effective June 15, 2011, we completed a merger with our subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in our name to “Titan Iron Ore Corp.”

As of December 31, 2013, Titan Iron Ore Corp. was a mineral exploration company. Due to our inability to raise capital to further develop mining claims and pursue mineral exploration, we decided to exit the mining business and look for other opportunities.

On February 3, 2014, we completed a merger with iHookup Social, Inc., a Delaware corporation (“iHookup”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated January 31, 2014. Pursuant to the Merger Agreement, we incorporated a new subsidiary called iHookup Operations Corp, a Delaware corporation, which merged with and into iHookup, causing the subsidiary’s separate existence to cease and iHookup to become a wholly-owned subsidiary of the Company. iHookup’s stockholders exchanged all of their twelve million (12,000,000) shares of outstanding common stock for fifty million (50,000,000) shares of the Company’s newly designated Series A Preferred Stock. Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders.  The holders of preferred stock are entitled to cast votes equal to the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible. The total aggregate issued shares of Series A Preferred Stock at any given time regardless of their number shall be convertible into the number of shares of common stock which equals nine (9) times the total number of shares of common stock which are issued and outstanding at the time of any conversion, at the option of the preferred holders or until the closing of a Qualified Financing (i.e. the sale and issuance of our equity securities that results in gross proceeds in excess of $2,500,000) at one time or in the same round. As a result of the transaction, the former Friendable stockholders received a controlling interest in the Company due to the voting rights of the Series A Preferred Stock being connected to their super-majority conversion rights.

On April 29, 2014, FINRA approved a 20 for 1 reverse stock split whereby 937,459,274 shares of the Company’s common stock then issued and outstanding, were exchanged for 46,872,964 shares of the Company’s common stock.

On March 19, 2015, FINRA approved a 100 for 1 reverse stock split whereby 2,355,489,991, shares of the Company’s common stock then issued and outstanding, were exchanged for 23,554,923 shares of the Company’s common stock.

On October 26, 2015, the Company issued a press release announcing that FINRA had approved a change to our trading symbol for our common stock which is quoted on the OTC Pink marketplace. Effective October 27, 2015 our trading symbol was changed from “HKUP” to “FDBL”. This change was made in conjunction with the Company’s filing of a Certificate of Amendment on September 28, 2015 to its Articles of Incorporation changing the name of the Company from “iHookup Social, Inc.” to “Friendable, Inc.” The company had previously announced a re-branding our app from "iHookup Social" to "Friendable". As a result, the Company desired to change its name to match the rebranding so as to be more specific to the Company’s core values and its products/services, creating a more recognizable brand that creates less confusion.

On May 31, 2017, the Company filed an Amendment to its Articles of Incorporation increasing the authorized common stock from 10,000,000,000 to 15,000,000,000 shares. On June 28, 2017, the Company incorporated a subsidiary, Fan Pass, Inc., a Nevada corporation, which was incorporated to undertake the development of the mobile application “The Fan Pass App”.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

Who We Are

About Nevada.

Friendable, Inc.

Friendable, Inc. is a mobile focusedmobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications:

The Friendable and Fan Pass Mobile Applications.

applications. The Company initially released its flagship product Friendable, as a social application where users can create one-on-one or group-style meetups. In 2019 the Company releasedhas moved the Friendable app closer to a traditional dating application with its new version of Friendable with a focus on dating and building subscription based revenue, startingas well as reintroducing the brand as a non-threatening, all-inclusive place where “Everything starts with its existing and historical database of approximately 900,000 registered users.

Friendship”…meet, chat & date.

On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass Inc.

Fan Pass is the Company’s newestmost recent or second app/brand, and wholly owned subsidiary, scheduled for release in 2019.2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smart phonesmartphone or other connected devices. Fan Pass allows an artist fan baseartist’s fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable and Fan Pass as premier brands and mobile platforms that are dedicated to connecting and engaging users from anywhere around the World.

Mobile Applications

Introduction

On August 27, 2019, a 1 for 18,000 reverse stock split of our common stock became effective. All share and per share information in the accompanying unaudited consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented.

Who We Are

About Friendable, Inc.

Friendable, Inc. is a mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications:

The Friendable and Fan Pass Mobile Application:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSApplications.- continued

Friendable’s platform is a location-based social platform which creates a “Subscription” based opportunity and location-based advertising for Brands and Businesses.

The Company initially released its flagship product Friendable, is marketed as a friendly non-threatening environment for everyone with a "friends-first" approach to making new connections andsocial application where everything starts with friendship. The company plans to continue upgrading its application & acquire new registered users and subscribers to increase revenue, engagement and overall # of monthly active users (MAU).

can create one-on-one or group-style meetups. In January 2019 the Company releasedhas moved the Friendable app closer to a brand new ground up version of the friendabletraditional dating application which is towith its focus on generating subscription based revenue. Based on several factors which includedbuilding revenue, as well as reintroducing the reliance on outdated softwarebrand as a non-threatening, all-inclusive place where “Everything starts with Friendship”…meet, chat & date.

Fan Pass is the Company’s most recent or second app/brand, scheduled for release in 2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smartphone or other connected devices. Fan Pass allows an artist’s fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable and ongoing neggiationsFan Pass as premier brands and mobile platforms that are dedicated to reduce the company’s debt, the Company purged all legacy users. In doing so, the Company will rely upon aqcuiring newconnecting and engaging users and marketing to the prior legacy database in an attempt to convert them into active, paying subscribers.

The Friendable application has undergone several versions over the past 5 years and has historically accomplished the following:

-

Exceeded 1,500,000 total downloads 

-

Exceeded 900,000 historical registered users

-

Worldwide App store rankings & Celebrity Marketing Integration

-

Ranked in the top 400 social networking apps in over 80 countriesfrom anywhere around the world

-

Ranked in the top 1000 social networking apps in 147 countries around the world.

-

Reached #4 Social Networking apps in France 

-

Reached 34 in top grossing apps in US

-

Achieved #1 position for all Social Networking apps in Australia, Aug 2016

-

PartneredWorld.

Friendable, Inc. was founded by Robert A. Rositano Jr. and Dean Rositano, two brothers with “TKA” The KlugerAgency (responsible for “Plentyover 27 years of Fish” roll outworking together on technology-related ventures.

Highlights

Friendable has partnered with “LADY GA GA” & “Tinder” user acquisition with “HILLARY DUFF”

-

Integrated in notable artists videos like Jennifer Lopez, Fifth Harmony, Fetty Wap, Meghan Trainor, Red Foo and Austin Mahone

and has generated over 1.5 Million historical downloads, approximately 900k registered users and most recently released a new upgraded “Friendable” mobile app in January 2019.

Celebrity Relationships have led the Company in the direction of “Live Streaming Video” and a soon to be released Mobile Application by the name of “Fan Pass”, designed to connect fans to the “Backstage or VIP Experience” of their favorite artists.

19

Fan Pass Market Opportunity

-

20

January 2019 – Release

21

22

Executive Leadership

Our two founders are a team of our completely re-done new versionEntrepreneurs who have over 25 years of tech related startup experience, recruiting talent, building teams and turning ideas into big business opportunities, as well as exits for investors. Together raising over $40M in capital, spanning various companies, with a history dating back to the first ever Internet IPO (Netcom Online Communications - 1993), as well as the development of the Friendable mobile application aimed at subscription based  revenue. 

Historically, Friendable’s apps have been downloaded total over 1.5 million times across iOSfirst ever World Wide Web Directory (sold to McMillan Publishing 1995) and Android.

Management believes that its Friendable application iseven deploying a first mover social network by the name of nettaxi.com – 1998 - 2002, which was prior to Facebook and resulted in need of additional feature set upgrades, expansion and intelligent technology integration to stay competitivea top 10 most trafficked web site in the Social Networking / Dating categoryWorld, with a market cap of approximately $700M upon exiting the public company. Relationships developed over the years include such companies as Apple, eBay and will continue on this path while developingAT&T, as well as joint ventures with Music Industry Giants, including Nocturne Productions, Herbie Herbert (Manager of the Band Journey) and launching Fan Pass. Management believes thatMusic.com; an early adopter offering digital music downloads.

Robert A Rositano Jr. Chief Executive Officer

Mr. Rositano, Jr. is a serial entrepreneur with 25+ years of experience in technology and bringing more than $60M in liquidity events for the cross promotion of Fan Pass userscompanies he has hatched or managed. Prior to the Friendable application will allow us to acquire Friendable subscribers at much lower cost than if acquiring users through its own marketing directives.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

The Fan Pass Live Application(Development Stage)

In 2019,starting the Company, partnered with Vimeo, Inc to developMr. Rositano began as the 3rd employee and release its Fan Pass mobile application for commercial release on its Vimeo OTT / Livestream platform for iPhone, Android, Apple TV, Android TV, and Roku.

●

Backstage access before, during or after an event

●

Sound Check – Recording studio sessions

●

Behind-the-scenes looks on music video, film, or photo-shoot sets – Green Room

●

FREE Content – Social Influencer video (shot front facing)

●

On-set makeup or wardrobe trailers

●

Special interviews & one-on-one videos

●

Looks into the behind-the-scenes livesmember of the celebrity’s

     And more exclusive VIP content!

In addition, fans willInternet’s first IPO in 1993, Netcom Online Communications, Inc., which was sold to ICG Communications and later sold to EarthLink in 1997. Mr. Rositano has co-founded a number of successful ventures following his experience with new technologies, trends and markets. Some of which included Simply Internet, Inc., Nettaxi.com, America’s Biggest, Inc., Zippi Networks, Inc (an eBay partner), CheckMate Mobile, Inc. and AppBuilder 360, a mobile app developer. He was also an author the first Web Directory to ever be ablepublished, later selling the rights to subscribeMacmillan Publishing. His most recent venture, Friendable, Inc. has resulted in a growing business opportunity in the ever-popular mobile technology space.

Dean Rositano President & Chief Technology Officer

Dean is the President and view all livestreamChief Technology Officer of Friendable, Inc. and on-demand archived videos; or subscribe to an individual broadcast instead. We believe that, especially for a large event like a music festival or concert, the option for fans to briefly purchase a broadcast or view an older broadcast increases the likelihood of added subscriptions.

For artists, Fan Pass will offer several levels of revenue-sharing with them and their agencies. Each artist will be asked to market their Fan Pass channel to their social followers and fans, ultimately generating subscription revenueis responsible for the Company. day to day operations and guiding of the technical direction of the company. With over 20 years of experience in executive management, Internet architecture and high technology operations, Mr. Rositano has successfully assisted in raising funds in both private and public transactions. Prior to Friendable, Inc., Mr. Rositano co- founded Checkmate Mobile, Inc, Latitude Venture Partners, LLC, Zippi Networks, Inc, America’s Biggest, Inc, and most notably, was the co-founder and president and CTO of Silicon Valley based Nettaxi.com, which went public in 1998 when it quickly reached a valuation of over $600M. With over 3M unique visitors daily and a top 5 worldwide, website rank. As President and CTO, Mr. Rositano was responsible for designing, architecting, and scaling the Nettaxi server infrastructure from 0 to over 10 million visitors per day.

Frank Garcia Chief Financial Officer

Mr. Garcia has an extensive background in public accounting and finance, with his most recent role serving as Chief Financial Officer Titan Iron Corp. (OTCQB: TFER). From 1997 to 2006, he was employed in senior management positions by UK based Misys PLC, a global software and solutions company serving customers in international banking and securities, international healthcare, and retail financial services. Prior to 1997 Mr. Garcia held executive positions with CEMEX, a world leader in the construction materials industry. Mr. Garcia received his Bachelor of Science–Business Administration—Major in Accounting from the University of Arizona in 1981.

	Investor Communications Contacts:		Robert A. Rositano, Jr.,		Web
	Friendable, Inc. (855) 473-7473		CEO Friendable, Inc.		www.friendable.com
	Xt701		1821 S. Bascom
	info@friendable.com		Ave. Campbell, CA

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Employees and Key Consultants

The revenue-sharing ecosystemCompany has three full time employees and a variety of partners that serve in various consulting capacities based on the Company’s specific needs.

Available information

Our website address is designed to help celebrities monetize their fans and followers at fairer rates compared to other video streaming applications; Fan Pass will be ablewww.friendable.com. We do not intend our website address to be used in conjunction with other video applicationsan active link or to bolster their income. Lastly, Fan Pass will offer video production and recording services for artists if they do not want to record their own streams.

Fan Pass believe's in connecting fans globally..to an exclusive backstage experience, right from their smartphone!

Marketing

Marketing initiatives will combine celebrity driven outreach to social media followers and fans, specialized content, digital marketing, and live event marketing to optimize market reach:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

Celebrity Marketing

Celebrity partners will utilizeotherwise incorporate by reference the following channels to market Fan Pass:

●

 Their own Social media

●

Label and/or Management Social Media 

●

Live events 

●

Existing fan marketing 

Event Marketing

The Fan Pass marketing / business development team will market the application at:

●

Live events – Concerts, Festivals, Private Events, Promotional Events

In addition, Fan Pass video and photography crews will take pictures and videos at events for public relations and social media.

Digital Marketing

Fan Pass will utilize digital marketing avenues such as: 

●

Celebrity direct-to-fan

●

Digital ad campaigns on social media, search, and email

Digital marketing initiatives will utilize celebrity content and user generated content for maximum market reach.

The creation of a business development team that will curate the Company’s internal and external growth goals, and traditional forms of advertising such as television and radio are also key avenues. The goal of using these channels is to create a platform for the long-term success and brand awareness, a matrixcontents of the Company’s planned marketing channels is listed below:

Revenue

website into this Report. The Friendable application revenue is derived from premium subscriptions withinpublic may read and copy any materials the application. Additional revenueCompany files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may come from advertisingobtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and virtual currency.

The Company believesinformation statements and other information regarding issuers that file electronically with the Fan Pass application will generate revenue utilizing various avenues of pursuit:

■

Fan Pass Subscriptions - Initial pricing model example:

o

 $2.99 per month – all access VIP

o

$12.99 single PPV event.

■

Brand sponsorship and/or monthly branded campaigns

■

Social media influencers and promotion

■

Content creation and development

■

Pre-Roll Video Advertising revenue from both live and archived videos

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E-Commerce Merchandise Sales - including t-shirts, hats, and more

Market Opportunity

Market Overview: Fan Pass

SEC.

As our digital age continues to evolve, today we see the creation of a new type of end-user: the ever-present “Omni-user” with an overwhelming appetite for content.  These people are an emerging class of knowledgeable users that demand constant access to content, people and celebrities they follow, from work to play or from home, anywhere in the world. Fan Pass was created to satisfy the needs of these omni-users. It is only in the last five years that technology and social media have evolved to a point that allows Fan Pass to become a disruptive opportunity.

Consider these facts; Less than a dozen years ago the first mobile phone was invented. Only five years ago, mobile devices started to become less annoying and more useful. It has taken these last five years for processors to become fast, displays to become large and clear, storage to become easily available, and cellular and Wi-Fi networks to be “Omni-present” making mobile devices a useful and always present, necessity in life. At the same time, social media networks have had time to grow strong, reliable and also “Omni-present” thus allowing celebrities and influencers to build vast armies of Fans or “Social Followers”.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

Results of Operations

	Three Months Ended June 30, 2019 $	Three Months Ended June 30, 2018 $	Six Months Ended June 30, 2019 $	Six Months Ended June 30, 2018 $
REVENUES	856	1,401	1,861	4,482
OPERATING EXPENSES
Accretion and interest expense	131,905	529,268	264,557	1,396,829
App hosting	767	139,970	15,767	279,425
Commissions	257	421	558	1,305
General and administrative	193,711	193,247	390,253	411,185
Product development	25,000	-	55,588	-
Sales and marketing	17,925	1,097	24,136	1,587
TOTAL OPERATING EXPENSES	369,565	864,003	750,859	2,090,331
LOSS FROM OPERATIONS	(368,769)	(862,602)	(748,998)	(2,085,849)

		Three Months Ended March 31, 2020				Three Months Ended March 31, 2019
		$				$
REVENUES			118,388				1,005
OPERATING EXPENSES
App hosting			9,000				15,000
Commissions			125				301
General and administrative			162,209				196,542
Product development			151,797				30,588
Investor Relations			123,266				1,785
Sales and marketing			-				4,426
TOTAL OPERATING EXPENSES			446,397				248,642
LOSS FROM OPERATIONS			(328,009	)			(247,637	)
OTHER EXPENSES
Accretion and interest expense			(24,469	)			(132,652	)
Loss on settlement of derivative			(898,138	)			-
Loss on change in fair value of derivative			(297,000	)			-
NET LOSS			(1,547,616	)			(380,289	)

For the three months ended June 30, 2019March 31, 2020 compared to June 30, 2018

March 31, 2019

Revenues

The Company had revenues of $118,388 and $1,005 the three months ended March 31, 2020 and 2019 respectively. The increase was due to receiving a contract to develop a third party app.

Operating Expenses

The Company had operating expenses of $369,565$446,397 and $864,003$248,642 during the three months ended June 30,March 31, 2020 and 2019 and 2018, respectively, a decrease of 57%.respectively. The decreaseincrease in operating expenses was due primarily to additional product development and investor relations as the Company prepares to launch the Fan Pass app.

Net Loss

The Company had net losses of $1,547,616 and $380,289 during the three months ended March 31, 2020 and 2019 respectively. The increase in net loss was due primarily to the increased operating expenses and increased losses related to the derivative, offset by higher revenues and lower accretion and interest expense on convertible notes and lower app hosting expenses.expense.

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For the six months ended June 30, 2019 compared to June 30, 2018

Operating Expenses

The Company had operating expenses of $750,859and $2,090,331during the six months ended June 30, 2019 and 2018, respectively, a decrease of 64%. The decrease in operating expenses was due primarily to lower accretion and interest expense on convertible notes and lower app hosting expenses.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

Liquidity and Capital Resources

Working Capital

	June 30, 2019	December 31, 2018
	(unaudited)	(audited)
Current Assets	$263	$25,646
Current Liabilities	9,736,790	10,263,543
Working Capital (Deficiency)	$(9,736,527)	$(10,237,897)

		March 31, 2020				December 31, 2019
		(unaudited)
Current Assets		$	30,742			$	71,500
Current Liabilities			9,020,075				16,041,805
Working Capital (Deficiency)		$	(8,989,333	)		$	(15,970,305	)

Current assets for the six monthsquarter ended June 30, 2019March 31, 2020 decreased compared to December 31, 20182019 primarily due to less cash on hand.

payment of a related party reveivable and amortization of prepaid expense in 2020.

Current liabilities for the six monthsquarter ended June 30, 2019March 31, 2020 decreased compared to December 31, 20182019 primarily due to forgiveness of debt by related parties.

the decrease in the derivative liability resulting from the reset provision shares that became issuable on March 4, 2020.

Cash Flows

	Six months	Six months
	Ended	Ended
	June 30, 2019	June 30, 2018
Net Cash Used in Operating Activities	$(276,014)	$(245,612)
Net Cash Used in Investing Activities	-	-
Net Cash Provided by Financing Activities	250,368	250,965
Net Increase (Decrease) in Cash	$(25,646)	5,353

		Three months				Three months
		Ended				Ended
		March 31, 2020				March 31, 2019
Net Cash Used in Operating Activities		$	(13,177	)		$	(159,620	)
Net Cash Provided by Financing Activities			32,500				135,368
Net Increase (Decrease) in Cash			19,323				(24,252	)

Net Cash Used in Operating Activities

Our cash used in operating activities was $276,014 $13,177 for the sixthree month period ended June 30, 2019March 31, 2020 compared to $245,612 $159,620 for the sixthree month period ended June 30, 2018. The increase inMarch 31, 2019. Net loss was $1,547,616 and $380,289 for the three month periods ending March 31, 2020 and 2019 respectively. In 2020, adjustments to reconcile the net loss to net cash used isincluded common stock issued for services of $90,000, loss on settlement of derivative of $898,137, and loss on change in fair value of derivative of $297,000. In 2019, adjustments to reconcile the net loss to net cash used included interest on convertible debentures and promissory note of $135,677. In 2020, changes in operating assets and liabilities included due to higher cash paid to vendors.

from related party of $30,083, prepaid expenses of $30,000, accounts payable – related party of $51,412, and accounts payable and accrued expenses of $120,648. In 2019, changes in operating assets and liabilities included accounts payable and accrued expenses of $85,384.

Net Cash Provided by Financing Activities

Our cash provided by financing activities of $250,368$32,500 for the sixthree month period ended June 30, 2019 consistedMarch 31, 2020 is primarily from the issuance of Series C preferred stock subscriptions received.sold for cash. Our cash provided by financing activities of $250,965$135,368 for the sixthree month period ended June 30, 2018March 31, 2019 consisted of the issuance of convertible debentures.

common stock sold for cash.

The Company derives the majority of its financing by issuing convertible notes or stock to investors. The investors have the right to convert the notes and certain preferred stock into common shares of the Company after the requisite Rule 144 waiting period. The notes generally call for the shares to be issued at a deep discount to the market price at the time of conversion.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

Securities Purchase Agreements

During the sixthree months ended June 30, 2019,March 31, 2020, 38,000 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.87 per share for a total of $33,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at March 31, 2020. Because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $13,479 recorded and charged to interest expense. In addition, the Company received $250,368 in proceeds relatedrecorded a cumulative dividend payable of $3,682 to Security Purchase Agreements (SPA’s) for the purchase of commonmandatorily redeemable Series C convertible preferred stock liability with this amount being recorded as interest expense since the Series C liability must be reflected at redemption value.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the Company. In one typenormal course of SPA, the holders are entitled to shares of the Company’s stock and Company founders pledge to match the shares on a 1:1 basis from their personal shares. In a second type of SPA, investors will be issued common stock and revenue sharing rights, plus, depending on investments levels holders will be awarded app subscriptions, merchandise, backstage passes to celebrity events, and travel expenses.business. As of June 30, 2019, no shares or awards have been issued in relation to these SPA’s.

Subsequent to June 30, 2019, the Company received $75,000 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of Series B preferred stock in the Company. As of August 20, 2019, no shares have been issued in relation to these SPA’s.

Debt Restructure Agreement

 On March 26, 2019 three officers forgave debt totaling $400,000 and a company controlled by two officers of the Company forgave debt totaling $600,000. The debt forgiveness is considered a capital transaction and therefore $1,000,000 will be recorded as an increase in additional paid-in capital for December 31, 2019.

On March 26, 2019, the Company entered into a Debt Restructuring Agreement with related parties Robert A. Rositano Jr., Dean Rositano , Frank Garcia , and Checkmate Mobile, Inc. and Alpha Capital Anstalt , Coventry Enterprises, LLC , Palladium Capital Advisors, LLC , EMA Financial, LLC, Michael Finkelstein, and Barbara R. Mittman , each being a debt holder of the Company.

The debt holders have agreed to convert their debt into certain amounts of common stock as set forth in the Agreement upon the Company meeting certain milestones including but not limited to: the Company effecting a reverse stock split and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; Checkmate Mobile Inc and Company officers forgiving an aggregate of $1,000,000 in amounts owed to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $0.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement. 

Going Concern

As of June 30, 2019,2020, the Company has a working capital deficiency of $9,736,527 and$8,989,333, has an accumulated deficit of $23,009,471 since inception$33,991,499 and has a stockholder’s deficit of $8,989,333 and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. During the three months ended March 31, 2020 the Company had a net loss and net cash used in operations of $1,547,616 and $13,177. These factors raise substantial doubt about the Company’s ability to continue as a going concern.concern for a period of twelve months from the issuance of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain the necessary financing through the issuance of convertible notes and equity financings.instruments. The unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We have generated minimal revenues

Management plans to raise financing through the issuance of convertible notes and have incurred losses since inception. Accordingly, weequity sales. No assurance can be given that any such additional financing will be dependentavailable, or that it can be obtained on future additional financing in orderterms acceptable to finance operationsthe Company and growth. There is no assurance that we will generate sufficient revenue to sustain our operations.

its stockholders.

Off-Balance Sheet Arrangements

As of June 30, 2019,March 31, 2020, the Company had no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This Item 3 is not applicable to us as a smaller reporting company and has been omitted.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

ITEM 4. CONTROLS AND PROCEDURES.- continued

Management’s Report on Internal Control over Financial Reporting

Our management, including our principal executive officer, principal financial officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2019. Our management’s evaluation of our internal control over financial reporting waseffective based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2019 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and proceduresdiscussed in the Company’s Form 10-K for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. To remediate such weaknesses, we believe we would need to implement the following changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may not be undertaken. Until we have the required funds, we do not anticipate implementing these remediation steps.year ended December 31, 2019.

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A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2019March 31, 2020 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS. – GENERALLY THE COMPANY IS AT RISK IF THE PROPER FUNDING IS NOT COMMITEDCOMMITTED AND/OR SECURED TO FUND THE CONTINUED NEEDS OF THE COMPANY FOR OPERATIONS, DEVELOPMENT, PARTNER RELATIONSHIPS, SERVICE PROVIDERS and PUBLIC COMPANY RELATED EXPENSES.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 17, 2019.

June 30, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended March 31, 2020, the Company:

Issued 362,595 shares of common stock to two convertible note holders for partial conversion of an aggregate of $19,950 of the notes at an average price of $0.055.

Cancelled 2,000 shares of common stock valued at $500 previously issued to an investor under a securities purchase agreement and returned the $500 to the investor.

Issued 600,000 shares of common stock to a consultant in exchange for services valued at $90,000.

Recorded the obligation to issue 36,193,098 additional shares of common stock based on the first reset date of March 4, 2020 in accordance with the debt restructuring agreement.

The two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock.

The shares above were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”).

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None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There has been no

On May 29, 2020 the Company defaulted on the outstanding Series C preferred stock previously issued by being late with the Form 10-K filing on the extended date. Under the default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtednessprovision of the Company.

Series A preferred stock the interest rate increases from 8% to 22% and the stated price increases from $1.00 to $1.50. The Company has recorded a penalty of $84,500 to increase the liability to its increased redemption value.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

There is no other information required to be disclosed under this item which was not previously disclosed.

ITEM 6. EXHIBITS

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.

Exhibit Number

Description

(4)	Instruments defining the rights of security holders, including indentures
4.1	Convertible Note by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
(10)(31)	Material Contracts
10.1	Securities Purchase Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.2	Fan Pass Security Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.3	Pledge Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certification
32.1+	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)	XBRL
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

*

Filed herewith.

+

In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.

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* Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.SIGNATURES

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.

	FRIENDABLE, INC.
Date: August 23, 2019July 16, 2020	By:By :	/s/ Robert Rositano, Jr.
		Name: Robert Rositano, Jr.
		Title: CEO, Secretary, and Director (Principal Executive Officer)
Date: August 23, 2019July 16, 2020	By:	/s/ Frank Garcia
		Name: Frank Garcia
		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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