Amended Annual Report (10-k/a)
April 17 2019 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.
2
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended:
December 31,
2018
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from __________________ to
__________________
Commission
file number:
000-52917
FRIENDABLE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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98-0546715
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State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization
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Identification
No.)
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1821 S Bascom Ave., Suite 353, Campbell, California
95008
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code
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(855) 473-7473
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Securities
registered pursuant to Section 12(b) of the Act
Title
of each class
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Name of
each exchange on which registered
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None
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N/A
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Securities
registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.0001 per share
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the
Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of
the Act. Yes ☐ No
☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒
No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes ☒ No
☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
☐
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
|
☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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(Do not
check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ☐
No ☒
As of
June 30, 2018, the last business day of the registrant’s most
recently completed second fiscal quarter the aggregate market value
of the voting and non-voting common stock held by non-affiliates of
the registrant was approximately $555,331, based on the closing
price (last sale of the day) for the registrant’s common
stock on the OTC Pink marketplace on June 30, 2018 of
$0.0001 per share.
Indicate
the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date. As of
April 16, 2019, there were 5,553,310,369 shares of the
registrant’s common stock issued and
outstanding.
Documents
Incorporated By Reference:
None
.
EXPLANATORY NOTE
The
purpose of this amendment on Form 10-K/A to Friendable, Inc.'s
Annual Report on Form 10-K/A, Amendment No. 1, for the year ended
December 31, 2018, filed with the Securities and Exchange
Commission on April 17, 2019 is solely to furnish Exhibit 101 to
the Form 10-K in accordance with Rule 405 of Regulation
S-T.
No
other changes have been made to the Form 10-K/A. This Amendment No.
2 to the Form 10-K speaks as of the original filing date of the
Form 10-K/A, does not reflect events that may have occurred
subsequent to the original filing date, and does not modify or
update in any way disclosures made in the Form 10-K/A, Amendment
No. 1.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b)
Exhibit
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Number
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Description
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(2)
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Plan of Acquisition, re-organization, arrangement, liquidation or
succession
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(3)
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Articles of Incorporation and Bylaws
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(10)
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Material Contracts
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(21)
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Subsidiaries
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21.1
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Subsidiaries
of the Registrant
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(31)
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Rule 13a-14(a)/15d-14(a) Certification
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(32)
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Section 1350 Certification
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(101)
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XBRL
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101.INS***
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XBRL
INSTANCE DOCUMENT
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101.SCH***
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XBRL
TAXONOMY EXTENSION SCHEMA
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101.CAL***
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XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
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101.DEF***
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XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
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101.LAB***
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XBRL
TAXONOMY EXTENSION LABEL LINKBASE
|
101.PRE***
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XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE
|
*
Indicates management contract or compensatory plan or
agreement
**
Filed herewith.
***
Furnished herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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FRIENDABLE INC.
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Date: April 17, 2019
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By:
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/s/
Robert
Rositano
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Robert
Rositano
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Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.
Date:
April 17, 2019
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By:
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/s/
Robert
Rositano
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Robert
Rositano
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Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
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Date:
April 17, 2019
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By:
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/s/
Frank
Garcia
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Frank
Garcia
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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Date:
April 17, 2019
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By:
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/s/
Dean
Rositano
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Dean
Rositano
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President
and Chief Technology Officer and Director
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