UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: June 30, 2019
 
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 incorporation)
 
(I.R.S. Employer Identification No.)
 
1821 S Bascom Ave., Suite 353, Campbell, California 95008

  (Address of principal executive offices) (zip code)
 
(855) 473-8473

(Registrant’s telephone number, including area code)
 
N/A

(Former name, former address and former fiscal year, if changed since last report)
 
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 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
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
 
5,553,310,369 shares of common stock outstanding as of August 20, 2019
 
 

 
i
 
 
  TABLE OF CONTENTS
 
 
 
PART I - FINANCIAL INFORMATION
1
 
 
ITEM 1. FINANCIAL STATEMENTS
1
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
15
 
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
22
 
 
ITEM 4. CONTROLS AND PROCEDURES
22
 
 
PART II - OTHER INFORMATION
23
 
 
ITEM 1. LEGAL PROCEEDINGS
23
 
 
ITEM 1A. RISK FACTORS
24
 
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
24
 
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
24
 
 
ITEM 4. MINE SAFETY DISCLOSURES
24
 
 
ITEM 5. OTHER INFORMATION
24
 
 
ITEM 6. EXHIBITS
25
 
 
SIGNATURES
26
 
 
 
 
 
 
 
 
 
 


 
 
ii
 
 
As used in this report, the term “the Company” means Friendable, Inc., formerly known as iHookup Social, Inc., and its subsidiary, unless the context clearly indicates otherwise.
 
Special Note Regarding Forward-Looking Information
 
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the Company’s future financial performance, the Company’s business prospects and strategy, anticipated trends and prospects in the industries in which the Company’s businesses operate and other similar matters. These forward-looking statements are based on the Company’s management's expectations and assumptions about future events as of the date of this quarterly report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
 
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect the Company’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of the Company’s management as of the date of this quarterly report. The Company does not undertake to update these forward-looking statements
 
In this quarterly report on Form 10-Q, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in the Company’s capital stock.
 
An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-Q in evaluating the Company and its business before purchasing shares of the Company’s common stock. The Company’s business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in the Company’s common stock only if you can afford to lose your entire investment.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
iii
 
 
 
PART I - FINANCIAL INFORMATION
 
 
ITEM 1.  FINANCIAL STATEMENTS.
 
 
 
FRIENDABLE, INC.
 
CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
June 30, 2019
 
(Unaudited)
 
 
 
 
 
Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018
 
2
 
 
 
Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2019 and 2018
 
3
 
 
 
Consolidated Statements of Stockholders’ Deficiency for the period from December 31, 2017 to June 30, 2019
 
4
 
 
 
Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018
 
5
 
 
 
Notes to the Consolidated Financial Statements
 
6-14
 
 
 
 
 
 
 
 
 
 
 
 


 
 
1
 
 
 
FRIENDABLE, INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in US dollars)
  
ASSETS
 
 
June 30, 2019 (Unaudited)
 
 
December 31, 
2018
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash
 $- 
 $25,646 
Accounts receivable
  263 
  - 
Total current assets
  263 
  25,646 
 
    
    
 
    
    
 TOTAL ASSETS
 $263 
 $25,646 
 
    
    
 
    
    
LIABILITIES AND STOCKHOLDERS' DEFICIT
    
    
 
    
    
LIABILITIES
    
    
Current liabilities
    
    
Accounts payable
 $3,330,873 
 $3,863,577 
Convertible debentures short-term (Note 9)
  6,299,407 
  6,299,407 
Promissory note (Note 10)
  106,510 
  100,559 
Total current liabilities
  9,736,790 
  10,263,543 
 
    
    
 
    
    
 
    
    
TOTAL LIABILITIES
  9,736,790 
  10,263,543 
 
    
    
Going concern (Note 1)
    
    
Commitments (Note 6)
    
    
Contingency (Note 12)
    
    
 
    
    
 
    
    
STOCKHOLDERS' DEFICIT
    
    
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 21,267 (December 31, 2018 – 21,267 ) shares issued and outstanding (Note 3)
  2 
  2 
Common stock, 15,000,000,000 shares authorized at par value of $0.0001, 5,553,310,369 (December 31, 2018 – 5,553,310,369) shares issued and outstanding (Note 3)
  555,331 
  555,331 
Additional paid-in capital
  12,471,743 
  11,471,743 
Common stock subscriptions receivable (Note 7)
  245,868 
  (4,500)
Deficit
  (23,009,471)
  (22,260,473)
Total Stockholders' Deficit
  (9,736,527)
  (10,237,897)
 
    
    
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 $263 
 $25,646 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
2
 
 
 FRIENDABLE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in US dollars)
(Unaudited)
 
 
 
 
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 (Note 9, 10)
  131,905 
  529,268 
  264,557 
  1,396,829 
    App hosting (Note 7)
  767 
  139,970 
  15,767 
  279,425 
    Commissions
  257 
  421 
  558 
  1,305 
    General and administrative (Note 7)
  193,711 
  193,247 
  390,253 
  411,185 
    Product development (Note 7)
  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
  (368,709)
  (862,602)
  (748,998)
  (2,085,849)
 
    
    
    
    
NET LOSS AND COMPREHENSIVE LOSS
  (368,709)
  (862,602)
  (748,998)
  (2,085,849)
 
    
    
    
    
BASIC LOSS PER SHARE
  (0.00)
  (0.00)
  (0.00)
  (0.00)
 
    
    
    
    
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  5,553,310,369 
  5,553,310,369 
  5,553,310,369 
  5,435,934,678 
 
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
3
 
 
FRIENDABLE, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM DECEMBER 31, 2017 TO JUNE 30, 2019
(Expressed in US dollars)
  
 
 
 
 
 
Common # Stock
 
 
Common Stock Amount
 
 
Preferred #
 
 
Preferred Stock Amount
 
 
Additional Paid-in Capital
 
 
Common Stock Subscriptions
 
 
Deficit
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2017
  5,010,310,369 
 $501,031 
  21,267 
 $2 
 $11,157,778 
 $(4,500)
 $(19,138,469)
 $(7,484,158)
 
Conversion of convertible notes (Note 9)
  543,000,000 
  54,300 
   
   
  6,000 
   
   
  60,300 
 
    
    
    
    
    
    
    
    
Issuance of convertible notes (net) (Note 9)
   
   
   
   
  307,965 
   
   
  307,965 
 
    
    
    
    
    
    
    
    
Net loss for the year
   
   
   
   
   
   
  (3,122,004)
  (3,122,004)
 
    
    
    
    
    
    
    
    
Balance December 31, 2018
  5,553,310,369 
 $555,331 
  21,267 
 $2 
 $11,471,743 
 $(4,500)
 $(22,260,473)
 $(10,237,897)
 
Common stock subscriptions received
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  250,368 
 
 
 
  250,368 
 
    
 
 
 
    
Debt Forgiveness (Note 7, 11)
   
   
   
   
  1,000,000 
   
   
  1,000,000 
 
    
    
    
    
    
    
    
    
Net loss for the period
   
   
   
   
   
   
  (748,998)
  (748,998)
 
    
    
    
    
    
    
    
    
Balance June 30, 2019
  5,553,310,369 
 $555,331 
  21,267 
 $2 
 $12,471,743 
 $245,868 
 $(23,009,471)
 $(9,736,527)
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
 
 FRIENDABLE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Expressed in US dollars)
 
  
 
 
Six months ended 
June 30, 2019
 
 
Six months ended 
June 30, 2018
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
Net loss
 $(748,998)
 $(2,085,849)
 
    
    
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
    
    
Interest on convertible debentures and promissory note
  264,557 
  277,949 
Accretion expense
  - 
  1,118,879 
Changes in Operating Assets and Liabilities
    
    
Increase in accounts receivable
  (263)
  (632)
Increase in accounts payable
  208,690 
  444,041 
Net Cash Used in Operating Activities
  (276,014)
  (245,612)
 
    
    
Cash Flows from Financing Activities:
    
    
Proceeds from convertible debentures (net)
  - 
  250,965 
Proceeds from common stock subscription received
  250,368 
  - 
Net Cash Provided by Financing Activities
  250,368 
  250,965 
 
    
    
Net Increase (Decrease) in Cash
  (25,646)
  5,353 
 
    
    
Cash – Beginning
  25,646 
  - 
 
    
    
Cash – Ending
 $- 
 $5,353 
 
    
    
Supplemental Cash Flow Information:
    
    
Cash paid for interest
 $ 
 $ 
Cash paid for income taxes
 $ 
 $ 
 
    
    
Non-cash Investing and Financing Items:
    
    
Shares issued for conversion of debt (net)
 $- 
 $- 
Convertible debentures issued to extinguish promissory notes
 $- 
 $- 
 
    
    
Cash consists of:
    
    
Cash
 $- 
 $5,353 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
5
 
 
   FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
 
1.  NATURE OF BUSINESS AND GOING CONCERN
 
Friendable, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada as Digital Yearbook Inc.
 
Effective June 15, 2011, the Company completed a merger with its subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in the Company’s name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.” The Company then began to pursue business in the area of mining exploration.
 
On February 3, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger”) with iHookup Operations Corp., a wholly-owned Delaware subsidiary of the Company (“Acquisition Sub”) and iHookup-DE, whereby iHookup-DE was the surviving entity and became the wholly-owned subsidiary of the Company. iHookup-DE’s former stockholders exchanged all of their 6,000 shares of outstanding common stock for 25,000 shares of the Company’s designated Series A Preferred Stock.
 
The Merger was regarded as a reverse recapitalization whereby iHookup-DE was considered to be the accounting acquirer as its stockholders retained control of the Company after the Merger. On February 3, 2014, the Merger was completed and as a result, iHookup-DE acquired the net liabilities of the Company.
 
As a result of the Merger, the Company ceased its prior operations and its business became the development and dissemination of a “proximity based” mobile-social media application that facilitates connections between people, utilizing the intelligence of global positioning system and localized recommendations.
 
On September 28, 2015, the Company filed a Certificate of Amendment to its Articles of Incorporation changing the name of the Company from “iHookup Social, Inc.” to “Friendable, Inc.”. On October 27, 2015, the Company’s trading symbol on the OTC Pink marketplace was changed from “HKUP” to “FDBL”. This change was made in conjunction with the re-branding of the Company’s app from "iHookup Social" to "Friendable".
 
On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass, Inc.
 
The accompanying 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 normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As of June 30, 2019, the Company has a working capital deficiency of $9,736,527 and has an accumulated deficit of $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 instruments. 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.
 
Management plans to raise financing through the issuance of convertible notes. No assurance can be given that any such additional financing will be available, or that it can be obtained on terms acceptable to the Company and its stockholders.
 
 
 
6
 
FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31.
 
Use of Estimates
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debenture conversion options, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
 
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company derives revenues from the sale of application software, unlimited messaging subscriptions for periods varying from one to twelve months, and arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is recognized upon download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers. Revenue from coin packs is recognized on a consumption basis commensurate with the customer utilization of such resources.
 
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. During the six months ended June 30, 2019, the Company incurred $16,970 (June 30, 2018: $1,396) in advertising costs.
 
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
 
Intangible Assets
The Company accounts for intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered.
 
Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with finite lives is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value.
 
Intangible assets with indefinite lives are tested for impairment annually or more frequently are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired.
 
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.
 
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
 
 
 
 
7
 
   FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.
 
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of comprehensive loss over the requisite service period.
 
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
 
Allowance for Doubtful Accounts
The Company monitors its outstanding receivables for timely payments and potential collection issues. During the six months ended June 30, 2019 and 2018, the Company did not have any allowance for doubtful accounts.
  
Financial Instruments
Financial assets and financial liabilities are recognized in the consolidated balance sheet when the Company has become party to the contractual provisions of the instruments.
 
The Company’s financial instruments consist of accounts payable, convertible debentures and promissory note. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
 
Basic and Diluted Loss Per Share
 
The Company computes net loss per share in accordance with ASC 260, Earnings per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
 
As of June 30, 2019, there were approximately 61,125,546,528 potentially dilutive shares outstanding.
 
Income Taxes
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.
 
 
 
 
 
 
 
 
8
 
  FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
  
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Accounting Pronouncements
 
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. The the adoption of ASU No. 2016-02 did not have an effect on its consolidated financial statements.
 
3.  COMMON AND PREFERRED STOCK
 
Common Stock:
 
Issued during 2019
 
None.
 
Issued during 2018
 
During the 12 months ended December 31, 2018, the Company issued 543,000,000 shares of common stock to various convertible note holders for full and partial conversion of the notes.
 
Preferred Stock:
 
The Series A Preferred Stock is convertible into nine (9) times the number of common stock outstanding until the closing of a Qualified Financing (i.e. the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $2,500,000).  The number of shares of common stock issued on conversion of preferred stock is based on the ratio of the number of shares of preferred stock converted to the total number of shares of preferred stock outstanding at the date of conversion multiplied by nine (9) times the number of common stock outstanding at the date of conversion.
 
Stock Subscriptions Received:
 
During the six months ended June 30, 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 994,000. 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.
 
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 shares 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.
 
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)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
  
5.  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 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 June 30, 2019, no options have been awarded under the 2014 Plan.
 
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, 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.  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, 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. 
   
 
 
11
 
  FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED 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
 
 
 
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 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.
 
 
 
 
13
 
  FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2019
(Expressed in US dollars)
  
9.  CONVERTIBLE DEBENTURES (CONTINUED)
 
At 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 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, 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 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.
 
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.
 
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 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”.
  
 
 
15
 
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:
 
 
 
 
 
16
 
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.
 
 
 
 
 
17
 
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:
 
 
18
 
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:
 
 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 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
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”.
 
 
19
 
 
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)
 
For the three months ended June 30, 2019 compared to June 30, 2018
 
Operating Expenses
 
The Company had operating expenses of $369,565 and $864,003 during the three months ended June 30, 2019 and 2018, respectively, a decrease of 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 $750,859 and $2,090,331 during 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.
 
 
 
20
 
 
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)
 
Current assets for the six months ended June 30, 2019 decreased compared to December 31, 2018 primarily due to less cash on hand.
 
Current liabilities for the six months ended June 30, 2019 decreased compared to December 31, 2018 primarily due to forgiveness of debt by related parties.
 
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 
 
Net Cash Used in Operating Activities
 
Our cash used in operating activities was $276,014 for the six month period ended June 30, 2019 compared to $245,612 for the six month period ended June 30, 2018. The increase in cash used is due to higher cash paid to vendors.
 
Net Cash Provided by Financing Activities
 
Our cash provided by financing activities of $250,368 for the six month period ended June 30, 2019 consisted of stock subscriptions received. Our cash provided by financing activities of $250,965 for the six month period ended 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.
 
 
 
21
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
   
Securities Purchase Agreements
 
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. 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 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, the Company has a working capital deficiency of $9,736,527 and has an accumulated deficit of $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 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.
 
 
22
 

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 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 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.
 
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, 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.
 
 

 
23
 
 
ITEM 1A. RISK FACTORS. – 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.
 
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.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None.
 
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.
 
There is no other information required to be disclosed under this item which was not previously disclosed.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
24
 
 
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
 
 
(10)
Material Contracts
10.1
10.2
10.3
 
 
(31)
Rule 13a-14(a)/15d-14(a) Certification
31.1*
31.2*
(32)
Section 1350 Certification
32.1+
(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.
 
 
 
 
 
 


 
25
 
 
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, 2019
By:
/s/ Robert Rositano, Jr.
 
 
 
 
 
Name:  Robert Rositano, Jr.
 
 
 
 
 
Title: CEO, Secretary, and Director (Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: August 23, 2019
By:
/s/ Frank Garcia
 
 
 
 
 
Name: Frank Garcia
 
 
 
 
 
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
26
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