Amended Annual Report (10-k/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number: 000-52917

FRIENDABLE, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0546715
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

1821 S Bascom Ave., Suite 353, Campbell, California 95008

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code (855) 473-7473

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Name of each exchange on which registered
None		N/A

Securities registered pursuant to Section 12(g) of the Act

Common Stock, par value $0.0001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ⌧ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ⌧

As of June 30, 2019, 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 $560,212, 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 $1.78 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 June 23, 2020, there were 14,793,099 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, for the year ended December 31, 2019, filed with the Securities and Exchange Commission on June 30, 2020 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. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(b)

Exhibit
Number	Description
(2)	Plan of Acquisition, re-organization, arrangement, liquidation or succession
2.1	Agreement and Plan of Merger and Reorganization, dated as of January 31, 2014, by and among Titan Iron Ore Corp., iHookup Operations Corp and iHookup Social, Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
(3)	Articles of Incorporation and Bylaws
3.1	Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
3.2	Amended and Restated Bylaws (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
3.3	Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 29, 2014)
3.4	Certificate of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on January 22, 2015)
(10)	Material Contracts
10.1	2014 Stock Option Plan (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
10.2	Form of Stock Option Agreement (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
10.3	General Contract for Services dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
10.4*	Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Dean Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
10.5*	Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Robert Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
10.6	Convertible Promissory Note dated August 1, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 11, 2015)
10.7	Convertible Promissory Notes dated August 5, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 11, 2015)

10.8	Securities Purchase Agreement dated June 15, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 23, 2016)
10.9	Convertible Promissory Notes dated June 15, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 23, 2016)
10.10	Securities Purchase Agreement dated July 7, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 13, 2016)
10.11	Convertible Promissory Notes dated August 4, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 10, 2016)
10.12	Securities Purchase Agreement dated August 4, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 10, 2016)
10.13	Sixth Amendment and Closing Agreement with Alpha Capital Anstalt and Palladium Capital Advisors, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 10, 2016)
10.14	Common Stock Warrant Agreement dated August 1, 2016 with Alpha Capital Anstalt (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 10, 2016)
10.15	Marketing Agreement with The Kluger Agency dated August 3, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 10, 2016)
10.16	Securities Purchase Agreement dated August 15, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 25, 2016)
10.17	Convertible Promissory Note dated August 15, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 25, 2016)
10.18	Seventh Amendment and Closing Agreement with Alpha Capital Anstalt and Palladium Capital Advisors, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 25, 2016)
10.19	Common Stock Warrant Agreement dated August 1, 2016 with Alpha Capital Anstalt (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 25, 2016)
10.20	Securities Purchase Agreement dated September 8, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 16, 2016)
10.21	Convertible Promissory Note dated September 8, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 16, 2016)
10.22	Eighth Amendment and Closing Agreement with Alpha Capital Anstalt and Palladium Capital Advisors, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 16, 2016)
10.23	Common Stock Warrant Agreement dated September 12, 2016 with Alpha Capital Anstalt (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 16, 2016)
10.24	Securities Purchase Agreement dated October 7, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 14, 2016)
10.25	Convertible Promissory Notes dated October 7, 2016 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 14, 2016)
10.26	Common Stock Warrant Agreement dated October 7, 2016 with Alpha Capital Anstalt (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 25, 2016)
10.27	Securities Purchase Agreement dated October 7, 2016 with Coventry Enterprises, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 14, 2016)
10.28	Software License Agreement Dated October 7, 2016 with Hang With, Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 14, 2016)
10.29	Agreement dated December 2, 2016 with Alpha Capital Anstalt (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 5, 2016)
10.30	Funding Commitment Letter dated December 2, 2016 with Coventry Enterprises, LLC
10.31	Securities Purchase Agreement by and between the Company and EMA Financial, LLC dated February 2, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 6, 2017)
10.32	Convertible Note by and between the Company and EMA Financial, LLC dated February 2, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 6, 2017)
10.33	Securities Purchase Agreement by and between the Company and Coventry Enterprises, LLC dated March 13, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 23, 2017)
10.34	Convertible Note by and between the Company and Coventry Enterprises, LLC dated March 15, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 23, 2017)
10.35	Securities Purchase Agreement by and between the Company and EMA Financial, LLC dated March 15, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 23, 2017)
10.36	Convertible Note by and between the Company and EMA Financial, LLC dated March 15, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 23, 2017)
10.37	Convertible Note by and between the Company and JP Carey Enterprises, Inc. dated March 30, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on April 14, 2017)
10.38	Settlement Agreement by and between the Company and Joseph C. Canouse dated April 7, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on April 14, 2017)

10.39	Securities Purchase Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.40	Convertible Note by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.41	Fan Pass Security Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.42	Pledge Agreement by and between the Company and Alpha Capital Anstalt dated July 21, 2017 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on August 2, 2017)
10.43	Share Exchange Agreement dated June 27, 2018 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on July 2, 2018)
10.44	Spinoff Agreement dated June 27, 2018 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on July 2, 2018)
10.45	Letter from Sharps Technology Inc., dated September 10, 2018 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on October 18, 2018)
10.46	12% Convertible Loan Or Promissory Note Dated December 14, 2018 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on December 21, 2018)
10.47	Debt Restructure Agreement dated December 14, 2018 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on March 15, 2019)
10.48	Robert Rositano Employment Agreement dated April 3, 2019
10.49	Dean Rositano Employment Agreement dated April 3, 2019
10.50	Frank Garcia Employment Agreement dated April 3, 2019
10.51	Schedule 14 C Reverse Split and Change in Authorized Common Stock effective May 27, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on May 7, 2019)
10.52	Designation of Series B Preferred stock dated April 11, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on June 14, 2019)
10.53	Settlement Agreement with Integrity Media dated September 26, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on September 30, 2019)
10.54	Designation of Series C Preferred stock dated November 25, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on December 31, 2019)
10.55	Security Purchase Agreement for Preferred C Stock dated November 19, 2019 (Incorporated by reference to the Annual Report on form 10-K, previously filed with the SEC on June 30, 2020)
10.56	Amendment to the Restructuring Agreement dated December 26, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on December 31, 2019)
10.57	Security Purchase Agreement for Preferred C Stock dated December 11, 2019 (Incorporated by reference to the Current Report on form 8K, previously filed with the SEC on December 31, 2019)
(21)	Subsidiaries
21.1	Subsidiaries of the Registrant
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1	Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Incorporated by reference to Annual Report on form 10-K, previously filed with the SEC on June 30, 2020)
31.2	Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Incorporated by reference to Annual Report on form 10-K, previously filed with the SEC on June 30, 2020)
(32)	Section 1350 Certification
32.1	Section 906 Certifications under Sarbanes-Oxley Act of 2002 (Incorporated by reference to Annual Report on form 10-K, previously filed with the SEC on June 30, 2020)
(101)	XBRL
101.INS***	XBRL INSTANCE DOCUMENT
101.SCH***	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL***	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF***	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB***	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE***	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*	Indicates management contract or compensatory plan or agreement

**	Filed herewith.

***	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FRIENDABLE INC.

Date: June 30, 2020	By:	/s/ Robert Rositano
		Robert Rositano
		Chief Executive Officer, Secretary, and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.