Quarterly Report (10-q)
November 25 2020 - 03:43PM
Edgar (US Regulatory)
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: September
30, 2020
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:
132,663,982 shares
of common stock outstanding as of November 23, 2020 of which
106,558,432 are issuable as of the date of this
report.
TABLE
OF CONTENTS
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.
PART I - FINANCIAL
INFORMATION
ITEM
1. FINANCIAL STATEMENTS.
FRIENDABLE, INC.
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
Cash
|
$8,851
|
$11,282
|
|
Accounts
receivable
|
147
|
135
|
|
Prepaid
expense
|
106,167
|
30,000
|
|
Due
from a related party
|
-
|
30,083
|
|
|
|
|
|
Total
Current Assets
|
115,165
|
71,500
|
|
|
|
|
|
Total
Assets
|
$115,165
|
$71,500
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
CURRENT
LIABILITIES:
|
|
|
|
Accounts
payable and accrued expenses
|
$2,389,774
|
$1,997,326
|
|
Accounts
payable - related party
|
141,803
|
-
|
|
Short
term loans
|
61,000
|
-
|
|
Convertible
debentures and convertible promissory notes, net of
discounts
|
55,850
|
69,930
|
|
Mandatorily
redeemable Series C convertible Preferred stock, 1,000,000
shares
|
|
|
|
designated,
124,800 and 149,300 shares issued and outstanding at September
30,2020
|
|
|
|
and
December 31,2019, including premium of $76,462 and $55,549
respectively (Liquidation value $208,867)
|
285,329
|
191,549
|
|
Derivative
liabilities
|
209,000
|
12,778,000
|
|
Liability
to be settled in common stock
|
988,375
|
1,005,000
|
|
|
|
|
|
Total
Current Liabilities
|
4,131,131
|
16,041,805
|
|
|
|
|
|
Total
Liabilities
|
4,131,131
|
16,041,805
|
|
|
|
|
|
Commitments
and contingencies (Note 7)
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT:
|
|
|
|
Preferred
stock, 50,000,000 authorized at par value $0.0001
|
|
|
|
Series
A convertible Preferred stock, 25,000 shares designated at par
value of $0.0001, 19,786 and 19,789 shares issued and
outstanding at September 30, 2020 and December 31, 2019,
respectively.
|
2
|
2
|
|
|
|
|
|
Series
B convertible preferred stock, $0.0001 par value, 1,000,000 shares
designated; 284,000 and 284,000 shares issued and outstanding at
September 30, 2020 and December 31, 2019, respectively.(Liquidation
value $284,000)
|
28
|
28
|
|
Common
stock, $0.0001 par value, 1,000,000,000 shares authorized;
21,218,432 and 4,398,114 shares issued and outstanding at September
30, 2020 and December 31,2019, respectively
|
2,122
|
438
|
|
Common
stock issuable, $0.0001 par value, 106,558,432 and 8,518,335 shares
at September 30, 2020 and December 31, 2019,
respectively
|
10,655
|
852
|
|
Additional
paid-in capital
|
30,909,397
|
16,476,758
|
|
Common
stock subscription receivable
|
(4,500)
|
(4,500)
|
|
Accumulated
deficit
|
(34,933,670)
|
(32,443,883)
|
|
|
|
|
|
Total
Stockholders' Deficit
|
(4,015,966)
|
(15,970,305)
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
$115,165
|
$71,500
|
|
|
|
|
See
accompanying notes to consolidated financial
statements
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
$111,392
|
$118,801
|
$322,671
|
$120,662
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
App
hosting
|
12,000
|
2,301
|
33,000
|
18,068
|
|
Commissions
|
191
|
61
|
625
|
619
|
|
General
and administrative
|
224,401
|
187,352
|
605,458
|
577,605
|
|
Product
development and launch
|
105,790
|
100,500
|
460,102
|
156,088
|
|
Artists'
performance fees
|
425,058
|
-
|
425,058
|
-
|
|
Artists'
revenue share
|
402
|
-
|
402
|
-
|
|
Investor
relations
|
3,921
|
-
|
140,527
|
-
|
|
Sales
and Marketing
|
30,081
|
28,788
|
82,335
|
52,924
|
|
|
|
|
|
|
|
Total
operating expenses
|
801,844
|
319,002
|
1,747,507
|
805,304
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
(690,452)
|
(200,201)
|
(1,424,836)
|
(684,642)
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE):
|
|
|
|
|
|
Accretion
and interest expense
|
(38,423)
|
(189,117)
|
(266,710)
|
(453,674)
|
|
Provision
for settlement of lawsuit
|
-
|
(780,000)
|
-
|
(780,000)
|
|
Gain
on foreign exchange
|
-
|
-
|
2,580
|
-
|
|
Initial
derivative expense
|
-
|
-
|
(419,000)
|
-
|
|
Gain
(loss) on settlement of derivative
|
257,317
|
-
|
(640,821)
|
-
|
|
Gain
on change in fair value of derivative
|
263,000
|
-
|
259,000
|
-
|
|
Total
other income (expense), net
|
481,894
|
(969,117)
|
(1,064,951)
|
(1,233,674)
|
|
|
|
|
|
|
|
NET
LOSS
|
$(208,558)
|
$(1,169,318)
|
$(2,489,787)
|
$(1,918,316)
|
|
|
|
|
|
|
|
NET
LOSS PER COMMON SHARE:
|
|
|
|
|
|
Basic
and diluted
|
$(0.002)
|
$(3.72)
|
$(0.04)
|
$(6.10)
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
Basic
and diluted
|
121,819,362
|
314,726
|
66,468,267
|
314,726
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
|
For the three and nine months ended September
30,2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
19,789
|
$2
|
-
|
$-
|
284,000
|
$28
|
4,398,114
|
$438
|
8,518,335
|
$852
|
$16,476,758
|
$(4,500)
|
$(32,443,883)
|
$(15,970,305)
|
|
Common shares
cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,000)
|
-
|
-
|
-
|
(500)
|
-
|
-
|
(500)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
Convertible notes
|
-
|
-
|
-
|
-
|
-
|
-
|
362,595
|
36
|
-
|
-
|
19,914
|
-
|
-
|
19,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued for services
|
-
|
-
|
-
|
-
|
-
|
-
|
600,000
|
60
|
-
|
-
|
89,940
|
-
|
-
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
issuable under debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restructuring
agreement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
36,193,098
|
3,620
|
8,415,518
|
-
|
-
|
8,419,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
previously
issuable
|
-
|
-
|
-
|
-
|
-
|
-
|
2,575,746
|
258
|
(2,575,746)
|
(258)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
Series A preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
into common
stock
|
(3)
|
-
|
-
|
-
|
-
|
-
|
54,076
|
5
|
-
|
-
|
(5)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,547,616)
|
(1,547,616)
|
|
Balance, March 31,2020
|
19,786
|
$2
|
-
|
$-
|
284,000
|
$28
|
7,988,531
|
$797
|
42,135,687
|
$4,214
|
$25,001,625
|
$(4,500)
|
$(33,991,499)
|
$(8,989,333)
|
|
Conversion of
convertible notes
|
-
|
-
|
-
|
-
|
-
|
-
|
2,211,445
|
221
|
-
|
-
|
56,299
|
-
|
-
|
56,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued for services
|
-
|
-
|
-
|
-
|
-
|
-
|
78,000
|
8
|
206,667
|
21
|
27,579
|
-
|
-
|
27,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A
preferred shares issuable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to talent
agents in exchange for services
|
-
|
-
|
118
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
135,617
|
-
|
-
|
135,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of
Series A preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
treasury
|
(118)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
sold for cash
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,750,000
|
175
|
34,825
|
-
|
-
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(733,613)
|
(733,613)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30,2020
|
19,668
|
$2
|
118
|
$-
|
284,000
|
$28
|
10,277,976
|
$1,026
|
44,092,354
|
$4,410
|
$25,255,945
|
$(4,500)
|
$(34,725,112)
|
$(9,468,201)
|
Common stock
issuable under debt
|
|
|
|
|
|
|
|
|
|
restructuring
agreement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
63,275,243
|
6,328
|
5,049,356
|
-
|
-
|
5,055,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issuable for stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued for
cash
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
500,000
|
50
|
24,950
|
-
|
-
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued for services
|
-
|
-
|
-
|
-
|
-
|
-
|
5,058,333
|
506
|
-
|
-
|
427,936
|
-
|
-
|
428,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued towards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
settlement of
lawsuit
|
-
|
-
|
-
|
-
|
-
|
-
|
750,000
|
75
|
-
|
-
|
16,550
|
-
|
-
|
16,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued on conversion of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series C
preferred
|
-
|
-
|
-
|
-
|
-
|
-
|
3,822,958
|
383
|
-
|
-
|
134,660
|
-
|
-
|
135,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
previously
issuable
|
-
|
-
|
-
|
-
|
-
|
-
|
1,309,165
|
132
|
(1,309,165)
|
(132)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifcation
of Series A Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
previously
issuable
|
118
|
-
|
(118)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(208,558)
|
(208,558)
|
|
Balance, September 30,2020
|
19,786
|
$2
|
0
|
$-
|
284,000
|
$28
|
21,218,432
|
$2,122
|
106,558,432
|
$10,656
|
$30,909,397
|
$(4,500)
|
$(34,933,670)
|
$(4,015,965)
|
|
See
accompanying notes to consolidated financial
statements
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
|
For the three and nine months ended September
30,2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,2018
|
21,267
|
$2
|
-
|
$-
|
21,267
|
$2
|
314,726
|
$31
|
-
|
$-
|
$12,027,043
|
$(4,500)
|
$(22,260,473)
|
$(10,237,897)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
forgiveness - related
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
parties
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,000,000
|
-
|
-
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(380,289)
|
(380,289)
|
|
Balance, March 31,2019
|
21,267
|
$2
|
-
|
-
|
21,267
|
2
|
314,726
|
$31
|
-
|
$-
|
$13,027,043
|
$(4,500)
|
$(22,640,762)
|
$(9,618,186)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(368,709)
|
(368,709)
|
|
Balance, June 30,2019
|
21,267
|
$2
|
-
|
$-
|
21,267
|
$2
|
314,726
|
$31
|
0
|
$-
|
$13,027,043
|
$(4,500)
|
$(23,009,471)
|
$(9,986,895)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
subscriptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
received
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
325,368
|
-
|
325,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,169,318)
|
(1,169,318)
|
|
Balance, September 30,2019
|
21,267
|
$2
|
|
|
21,267
|
$2
|
314,726
|
$31
|
0
|
$-
|
$13,027,043
|
$320,868
|
$(24,178,789)
|
$(10,830,845)
|
|
See
accompanying notes to consolidated financial
stat |