UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 2
 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended:    December 31, 2018
or
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________ to __________________
 
Commission file number: 000-52917
 
FRIENDABLE, INC.

(Exact name of registrant as specified in its charter)
 
Nevada
 
98-0546715
State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization
 
Identification No.)
 
1821 S Bascom Ave., Suite 353, Campbell, California 95008

(Address of principal executive offices and Zip Code)
 
Registrant’s telephone number, including area code
 (855) 473-7473
 
Securities registered pursuant to Section 12(b) of the Act
 
Title of each class
 
Name of each exchange on which registered
None
 
N/A
 
Securities registered pursuant to Section 12(g) of the Act
 
Common Stock, par value $0.0001 per share

(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ☐ No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes ☒   No ☐  
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
 
 
1
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
 
As of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $555,331, based on the closing price (last sale of the day) for the registrant’s common stock on the OTC Pink marketplace on June 30, 2018 of $0.0001 per share.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 16, 2019, there were 5,553,310,369 shares of the registrant’s common stock issued and outstanding.
 
Documents Incorporated By Reference: None .
 
 
 
 
 
 
EXPLANATORY NOTE
 
 
The purpose of this amendment on Form 10-K/A to Friendable, Inc.'s Annual Report on Form 10-K/A, Amendment No. 1, for the year ended December 31, 2018, filed with the Securities and Exchange Commission on April 17, 2019 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
 
No other changes have been made to the Form 10-K/A. This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K/A, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K/A, Amendment No. 1.
 
 
 
 
 
2
 
 
PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(b)
 
Exhibit
 
Number
Description
(2)
Plan of Acquisition, re-organization, arrangement, liquidation or succession
(3)
Articles of Incorporation and Bylaws
(10)
Material Contracts
 
 
3
 
 
 
 
4
 
 
(21)
Subsidiaries
21.1
Subsidiaries of the Registrant
(31)
Rule 13a-14(a)/15d-14(a) Certification
(32)
Section 1350 Certification
(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
 
* Indicates management contract or compensatory plan or agreement
** Filed herewith.
*** Furnished herewith.

 
 
 
5
 
 
SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
FRIENDABLE INC.
 
 
 
 
 
Date: April 17, 2019
By:
/s/  Robert Rositano
 
 
 
Robert Rositano
 
 
 
Chief Executive Officer, Secretary, and Director
(Principal Executive Officer)
 
 
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Date: April 17, 2019
By:
/s/  Robert Rositano
 
 
 
Robert Rositano
 
 
 
Chief Executive Officer, Secretary, and Director
(Principal Executive Officer)
 
 
 
 
 
 
Date: April 17, 2019
By:
/s/  Frank Garcia
 
 
 
Frank Garcia
 
 
 
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
Date: April 17, 2019
By:
/s/  Dean Rositano
 
 
 
Dean Rositano
 
 
 
President and Chief Technology Officer and Director
 
 
 
 
 
 
 
 
 
 
 
 
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