The following table summarizes the options outstanding and exercisable under the 2011 Stock Option Plan as of March 31,June 30, 2019:
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 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 120,679 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 March 31,June 30, 2019, no options have been awarded under the 2014 Plan.
The following table summarizes the Company’s stock options outstanding and exercisable:
The following table summarizes the Company’s significant contractual obligations as of March 31,June 30, 2019:
(1) Employment agreements with related parties.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED MARCH 31,JUNE 30, 2019
(Expressed in US dollars)
7. RELATED PARTY TRANSACTIONS AND BALANCES
During the threesix months ended March 31,June 30, 2019, the Company incurred $114,800$229,600 (2018: $114,800)$229,600) in salaries to officers and directors with such costs being recorded as general and administrative expenses.
During the threesix months ended March 31,June 30, 2019, the Company incurred $15,000, $30,588,$15,767, $55,000, and $15,000$30,000 (2018: $80,000, 210,000,$279,305, $0, and $60,000)$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 March 31,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 March 31,June 30, 2019, accounts payable includes $101,798$82,566 (December 31, 2018: $721,099) payable to a company with two officers and directors in common, and $486,931$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 quartersix months ended March 31,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 March 31,June 30, 2019.
The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties.
8. 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 March 31,June 30, 2019, there were no assets or liabilities measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet, other than cash.
FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED MARCH 31,JUNE 30, 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 |
FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED MARCH 31,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 price per share equal to the lower of:
i.
100% of the average 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 trading days prior to the conversion.
d)
The conversion price is fixed ranging from $0.0003 - $0.0078.
s)
Convertible debenture is secured.
FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED MARCH 31,JUNE 30, 2019
(Expressed in US dollars)
9. CONVERTIBLE DEBENTURES (CONTINUED)
At March 31,June 30, 2019, convertible debentures with the principal amount of $6,299,407 are subject to a General Security Agreement covering substantially all of the Company’s assets.
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 March 31,June 30, 2019 the conversion features and non-standard anti-dilution provisions would not meet derivative classification.
Convertible debentures with maturity dates prior to March 31,June 30, 2019 are now due on demand.
10. PROMISSORY NOTE
On December 14, 2018, 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 threesix months ended March 31, 2019, the note was converted into 100,000 shares (post-split) of common stock of the Company, or a 1.63% ownership. Additionally, the holder will be entitled to 2,000,000 shares, or a 18.2% ownership of Fan Pass, Inc (a wholly owned subsidiary of the Company).During the three months ended March 31,June 30, 2019, the Company entered into an agreementincurred $5,951 in interest expense in connection with the note holder to convert $100,000 in principal and $2,500 in accrued interest into 2,150,000 common shares in Friendable, Inc., on a post-split basis. This change was made to comply with the tersm of the Debt Restructure Agreement which require Fan Pass to remain a wholly-owned subsidiary. However, should the Company issue additional shares of Fan Pass or otherwise spin off or sell Fan Pass, then the note holder will have the right to exchange their common shares for shares equal to 18.2% of Fan Pass. As of May 20, 2019 none of the shares have been issued.
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 March 31,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 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.
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.
13. SUBSEQUENT EVENTS
Subsequent to March 31,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 into subscriptionsin an agreement with a third party to develop a web and mobile application for use on IOS, Android, and the sale 420,000 post-split common shares for total considerationweb. As of $105,000. As the Company’s reverse split as set forth on the Company’s filing on Form 14C on May 7,August 20, 2019, has not yet become effective the Company has not yet issuedreceived a startup payment of $38,000.
On July 3, 2019, Alpha Capital Anstalt sold and assigned all of its Notes, with the shares. As partCompany 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 subscription forCompany. There were no changes in terms of any of the shares, each investor was grantedNotes acquired by Ellis from Alpha Capital and no changes to the Debt Restructure Agreement as a percentage interestresult of the Assignment by By Alpha Capital to Ellis or as a result of Ellis's joinder in the net revenues received from Fan Pass subscriptions and subscribers. Each share is entitled to receive .00001% of the net revenue. The shareholders in this offering also were granted limited anti-dilution protection providing for an additional issuance of shares from those held by the Robert and Dean Rositano after the completion of an additional offering by the Company.Debt Restructure Agreement.
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 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 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 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 released its new version of Friendable with a focus on dating and building subscription based revenue, starting with its existing and historical database of approximately 900,000 registered users.
Fan Pass is the Company’s newest app/brand and wholly owned subsidiary, scheduled for release in 2019. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smart phone or other connected devices. Fan Pass allows an artist fan base 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
The Friendable Mobile Application:
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
Friendable’s platform is a location-based social platform which creates a “Subscription” based opportunity and location-based advertising for Brands and Businesses. Friendable is marketed as a friendly non-threatening environment for everyone with a "friends-first" approach to making new connections and 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).
In January 2019, the Company released a brand new ground up version of the friendable application which is to focus on generating subscription based revenue. Based on several factors which included the reliance on outdated software and ongoing neggiations to reduce the company’s debt, the Company purged all legacy users. In doing so, the Company will rely upon aqcuiring new 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 countries 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
-
Partnered with “TKA” The KlugerAgency (responsible for “Plenty of Fish” roll out 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
-
January 2019 – Release of our completely re-done new version of the Friendable mobile application aimed at subscription based revenue.
Historically, Friendable’s apps have been downloaded total over 1.5 million times across iOS and Android.
Management believes that its Friendable application is in need of additional feature set upgrades, expansion and intelligent technology integration to stay competitive in the Social Networking / Dating category and will continue on this path while developing and launching Fan Pass. Management believes that the cross promotion of Fan Pass users 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, the Company partnered with Vimeo, Inc to develop 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 lives of the celebrity’s
And more exclusive VIP content!
In addition, fans will be able to subscribe and view all livestream 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 revenue for the Company. The revenue-sharing ecosystem is designed to help celebrities monetize their fans and followers at fairer rates compared to other video streaming applications; Fan Pass will be able to be used in conjunction with other video applications 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 utilize the following channels to market Fan Pass:
●
Label and/or Management Social Media
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:
●
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 matrix of the Company’s planned marketing channels is listed below:
Revenue
The Friendable application revenue is derived from premium subscriptions within the application. Additional revenue may come from advertising and virtual currency.
The Company believes 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
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Pre-Roll Video Advertising revenue from both live and archived videos
■
E-Commerce Merchandise Sales - including t-shirts, hats, and more
Market Opportunity
Market Overview: Fan Pass
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 March 31, 2019 | Three Months Ended March 31, 2018 |
| $ | $ |
REVENUES | 1,005 | 3,081 |
| | |
OPERATING EXPENSES | | |
Accretion and interest expense (Note 10) | 132,652 | 867,561 |
App hosting (Note 8) | 15,000 | 139,455 |
Commissions | 301 | 884 |
General and administrative (Note 8) | 196,542 | 217,938 |
Product development (Note 8) | 30,588 | - |
Sales and marketing | 6,211 | 490 |
| | |
| | |
TOTAL OPERATING EXPENSES | 381,294 | 1,226,328 |
| | |
LOSS FROM OPERATIONS | (380,289) | (1,223,247) |
| | |
OTHER EXPENSES | | |
Loss on investment (Note 11) | - | - |
| | |
NET LOSS AND COMPREHENSIVE LOSS | (380,289) | (1,223,247) |
| 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) |
For the three months ended March 31,June 30, 2019 compared to March 31,June 30, 2018
Operating Expenses
The Company had operating expenses of $381,294369,565 and $1,226,328864,003 during the three months ended March 31,June 30, 2019 and 2018, respectively, a decrease of 68%57%. The decrease in operating expenses was due primarily to lower accretion and interest expense on convertible notes and lower app hosting expenses.
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
| | | | |
| | | | |
Current Assets | $1,786 | $25,646 | $263 | $25,646 |
Current Liabilities | 9,484,604 | 10,263,543 | 9,736,790 | 10,263,543 |
Working Capital (Deficiency) | $(9,482,818) | $(10,237,897) | $(9,736,527) | $(10,237,897) |
Current assets for the quartersix months ended March 31,June 30, 2019 decreased compared to December 31, 2018 primarily due to less cash on hand.
Current liabilities for the quartersix months ended March 31,June 30, 2019 decreased compared to December 31, 2018 primarily due to forgiveness of debt by related parties.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Cash Flows
| | | |
| | | |
| Three months
Ended March 31, 2019
| Three months Ended March 31, 2018
| | |
Net Cash Used in Operating Activities | $(159,620) | $(92,286) | $(276,014) | $(245,612) |
Net Cash Used in Investing Activities | - | - |
Net Cash Provided by Financing Activities | 135,368 | 207,000 | 250,368 | 250,965 |
Net Increase (Decrease) in Cash | $(24,252) | 114,714 | $(25,646) | 5,353 |
Net Cash Used in Operating Activities
Our cash used in operating activities was $159,620276,014 for the threemonthsix month period ended March 31,June 30, 2019 compared to $92,286245,612 for the threesix month period ended March 31,June 30, 2018. The increase in cash used is due to lower higher cash paid to vendors.
Net Cash Provided by Financing Activities
Our cash provided by financing activities of $135,368$250,368 for the threesix month period ended March 31,June 30, 2019 consisted of stock subscriptions received. Our cash provided by financing activities of $207,000$250,965 for the threesix month period ended March 31,June 30, 2018 consisted of the issuance of convertible debentures.
The Company derives the majority of its financing by issuing convertible notes to investors. The investors have the right to convert the notes 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Securities Purchase Agreements
During the threesix months ended March 31,June 30, 2019, the Company received $135,368$250,368 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of common stock in the Company. In one type 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. As of March 31,June 30, 2019, no shares or awards have been issued in relation to these SPA’s.
Subsequent to March 31,June 30, 2019, the Company received $105,000$75,000 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of commonSeries B preferred stock in the Company. In accordance with the terms of the 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 May 17,August 20, 2019, no shares or awards 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued
Going Concern
As of March 31,June 30, 2019, the Company has a working capital deficiency of $9,482,818$9,736,527 and has an accumulated deficit of $22,640,762$23,009,471 since inception and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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. The 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 and have incurred losses since inception. Accordingly, we will be dependent on future additional financing in order to finance operations and growth. There is no assurance that we will generate sufficient revenue to sustain our operations.
Off-Balance Sheet Arrangements
As of March 31,June 30, 2019, 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 March 31,June 30, 2019. Our management’s evaluation of our internal control over financial reporting was 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 March 31,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 procedures 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.
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.
ITEM 4. CONTROLS AND PROCEDURES- continued
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 March 31,June 30, 2019 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 FACTORSFACTORS. – GENERALLY THE COMPANY IS AT RISK IF THE PROPER FUNDING IS NOT COMMITED AND/OR SECURED TO FUND THE CONTINUED NEEDS OF THE COMPANY FOR OPERATIONS, DEVELOPMENT, PARTNER RELATIONSHIPS, SERVICE PROVIDERS and PUBLIC COMPANY RELATED EXPENSES.
Smaller reporting companiesWe believe there are not required to provideno changes that constitute material changes from the information required by this item.risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 17, 2019.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the quarter ended March 31, 2019, the Company sold a number of its common shares to be issued upon the completion of the reverse split of the Company’s stock as set forth in the Company’s filing on Form 14C as filed with the Commission on May 7, 2018. The total number of post-split shares to be issued is 544,000. As the split is not yet effective, the Company has not issued these shares. The share numbers set forth below represent the post-split number of shares to be issued by the Company.None.
During the quarter ended March 31, 2019, the Company sold 57,000 shares of common stock for total consideration of $14,250. Additionally, Robert Rositano, our CEO, and Dean Rositano, our president, agreed to assign to each of the investors a number of shares equal to the number of shares each shareholder purchased in the offering. The shares were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”). The Company did not engage in any general solicitation and the shares, when issued, will bear a restrictive legend unless registered or there is a valid exemption from registration under the Act.
Additionally, during the period the Company sold an additional 477,000 shares of the Company’s common stock for total consideration of $119,250. As part of the subscription for the shares, each investor was granted a percentage interest in the net revenues received from Fan Pass subscriptions and subscribers. Each share is entitled to receive .00001% of the net revenue. The shareholders in this offering also were granted limited anti-dilution protection providing for an additional issuance of shares from those held by the Robert and Dean Rositano after the completion of an additional offering by the Company. The shares were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”). The Company did not engage in any general solicitation and the shares, when issued, will bear a restrictive legend unless registered or there is a valid exemption from registration under the Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
SubsequentThere is no other information required to March 31, 2019, the Company entered into subscriptions for the sale 420,000 post-split common shares for total consideration of $105,000. As the Company’s reverse split as set forth on the Company’s filing on Form 14C on May 7, 2019 hasbe disclosed under this item which was not yet become effective the Company has not yet issued the shares. As part of the subscription for the shares, each investor was granted a percentage interest in the net revenues received from Fan Pass subscriptions and subscribers. Each share is entitled to receive ..00001% of the net revenue. The shareholders in this offering also were granted limited anti-dilution protection providing for an additional issuance of shares from those held by the Robert and Dean Rositano after the completion of an additional offering by the Company. The shares were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”). The Company did not engage in any general solicitation and the shares, when issued, will bear a restrictive legend unless registered or there is a valid exemption from registration under the Act.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 |
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(10) | Material Contracts |
| |
| |
| |
| |
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(31) | Rule 13a-14(a)/15d-14(a) Certification |
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(32) | Section 1350 Certification |
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(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.
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: May 31,August 23, 2019 | By: | /s/ Robert Rositano, Jr. | | | |
| | Name: Robert Rositano, Jr. | | | |
| | Title: CEO, Secretary, and Director (Principal Executive Officer) | | | |
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Date: May 31,August 23, 2019 | By: | /s/ Frank Garcia | | | |
| | Name: Frank Garcia | | | |
| | Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | |
| | | | | |