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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Friendable Inc (CE) | USOTC:FDBL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Nevada
|
|
98-0546715
|
State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
incorporation
or organization
|
|
Identification
No.)
|
Registrant’s
telephone number, including area code
|
(855) 473-7473
|
Title
of each class
|
|
Name of
each exchange on which registered
|
None
|
|
N/A
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
PART
I
|
|
||
|
ITEM
1.
|
BUSINESS
|
5
|
|
ITEM
1A.
|
RISK
FACTORS
|
15
|
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
27
|
|
ITEM
2.
|
PROPERTIES
|
27
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
27
|
|
ITEM
4.
|
MINE
SAFETY DISCLOSURES
|
27
|
|
|
|
|
PART
II
|
|
||
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
27
|
|
ITEM
6
|
SELECTED
FINANCIAL DATA
|
29
|
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
29
|
|
ITEM
7A
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
34
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
35
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
36
|
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
36
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
37
|
|
|
|
|
PART
III
|
|
||
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
37
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
40
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
42
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
44
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
46
|
|
|
|
|
PART
IV
|
|
||
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
47
|
|
|
|
|
|
SIGNATURES
|
49
|
|
Brand Positioning & Demographic
|
|
|
|
|
|
●
|
Young
|
|
●
|
Energetic
|
|
●
|
Adventurous
|
|
●
|
Casual
& Friendly
|
■
Backstage access
before, during or after an event
■
Recording studio
sessions
■
B
ehind-the-scenes
looks on music video, film, or photoshoot sets
■
On-set makeup or
wardrobe trailers
■
Special interviews
or one-on-one video sessions with celebrities
■
Daily looks into
the lives of celebrities, artists, and stars
■
…and more VIP
exclusive content
In
addition, fans will be able to chat with other fans before, during,
and after the live stream; view older, archived live videos; and
subscribe to an individual broadcast instead of a channel. 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.
|
|
|
●
|
the
size and diversity of our registered member and subscriber bases
relative to those of our competitors;
|
|
●
|
the
functionality of our application and the attractiveness of their
features and our services and offerings generally to consumers
relative to those of our competitors;
|
|
●
|
how
quickly we can enhance our existing technology and services and/or
develop new features and localized opportunities and venue based
monetization opportunities in response to:
|
|
●
|
new,
emerging and rapidly changing technologies;
|
|
●
|
the
introduction of product and service offerings by our
competitors;
|
|
●
|
changes
in consumer requirements and trends in the single community
relative to our competitors; and
|
|
●
|
our
ability to engage in cost-effective marketing efforts, including by
way of maintaining relationships with third parties with
which we have entered into alliances, and the recognition and
strength of our various brands relative to those of our
competitors.
|
|
●
|
users
engage with other products, services or activities as an
alternative;
|
|
●
|
influential
users, such as celebrities, athletes, journalists and brands or
certain age demographics conclude that an alternative product or
service is more relevant;
|
|
●
|
we are
unable to convince potential new users of the value and usefulness
of its products and services;
|
|
●
|
there
is a decrease in the perceived quality of the content generated by
our platform;
|
|
●
|
we fail
to introduce new and improved products or services or if we
introduce new or improved products or services that are not
favorably received or that negatively affect user
engagement;
|
|
●
|
technical
or other problems prevent us from delivering our
products or services in a rapid and reliable manner or otherwise
affect the user experience;
|
|
●
|
we are
unable to present users with content that is interesting, useful
and relevant to them;
|
|
●
|
users
believe that their experience is diminished as a result of the
decisions we make with respect to the frequency, relevance and
prominence of ads that we display;
|
|
●
|
there
are user concerns related to privacy and communication, safety,
security or other factors;
|
|
●
|
we
become subject to hostile or inappropriate usage on our
platform;
|
|
●
|
there
are adverse changes in our products or services that are mandated
by, or that we elect to make to address, legislation, regulatory
authorities or litigation, including settlements or consent
decrees;
|
|
●
|
we fail
to provide adequate customer service to users; or
|
|
●
|
we do
not maintain our brand image or its reputation is
damaged.
|
|
●
|
the
popularity, usefulness, ease of use, performance and reliability of
our products and services compared to those of our
competitors;
|
|
●
|
the
amount, quality and timeliness of content generated by our
users;
|
|
●
|
the
timing and market acceptance of our products and
services;
|
|
●
|
the
adoption of our products and services internationally;
|
|
●
|
its
ability, and the ability of our competitors, to develop new
products and services and enhancements to existing products and
services;
|
|
●
|
the
frequency and relative prominence of the ads displayed by us or our
competitors;
|
|
●
|
our
ability to establish and maintain relationships with platform
partners that integrate with our platform;
|
|
●
|
changes
mandated by, or that we elect to make to address, legislation,
regulatory authorities or litigation, including settlements and
consent decrees, some of which may have a disproportionate effect
on us;
|
|
●
|
government
action regulating competition;
|
|
●
|
our
ability to attract, retain and motivate talented employees,
particularly engineers, designers and product
managers;
|
|
●
|
acquisitions
or consolidation within our industry, which may result in more
formidable competitors; and
|
|
●
|
our
reputation and the brand strength relative to our
competitors.
|
|
●
|
the
size and composition of our user base relative to those of our
competitors;
|
|
●
|
our ad
targeting capabilities, and those of our competitors;
|
|
●
|
the
timing and market acceptance of our advertising services, and those
of our competitors;
|
|
●
|
our
marketing and selling efforts, and those of our
competitors;
|
|
●
|
the
pricing for our products relative to the advertising products and
services of our competitors;
|
|
●
|
the
return our advertisers receive from their advertising services,
compared to those of our competitors; and
|
|
●
|
our
reputation and the strength of our brand relative to our
competitors.
|
|
●
|
increase
its number of users and user engagement;
|
|
●
|
successfully
expand our business;
|
|
●
|
develop
a reliable, scalable, secure, high-performance technology
infrastructure that can efficiently handle increased
usage;
|
|
●
|
convince
advertisers of the benefits of our products compared to alternative
forms of advertising;
|
|
●
|
develop
and deploy new features, products and services;
|
|
●
|
successfully
compete with other companies, some of which have substantially
greater resources and market power than us, that are currently in,
or may in the future enter, its industry, or duplicate the features
of our products and services;
|
|
●
|
attract,
retain and motivate talented employees, particularly engineers,
designers and product managers;
|
|
●
|
process,
store, protect and use personal data in compliance with
governmental regulations, contractual obligations and other
obligations related to privacy and security;
|
|
●
|
continue
to earn and preserve its users’ trust, including with respect
to their private personal information; and
|
|
●
|
defending
ourselves against litigation, regulatory, intellectual property,
privacy or other claims.
|
|
●
|
Messrs.
Dean and Robert Rositano each own 2,256 shares;
|
|
●
|
Copper
Creek Holdings, LLC, a Nevada limited liability company owned and
managed by Robert Rositano and his wife Stacy Rositano, owns 15,581
shares;
|
|
●
|
Checkmate
Mobile, Inc., a Delaware corporation, owns 290 shares - Messrs.
Dean and Robert Rositano are 9.0% and 9.0% stockholders
respectively and serve as officers and directors of CheckMate
Mobile, Inc.
|
Quarter
Ended
|
High Bid
|
Low Bid
|
December 31,
2016
|
$
0.0045
|
$
0.0013
|
September 30,
2016
|
$
0.013
|
$
0.0033
|
June 30,
2016
|
$
0.0334
|
$
0.0036
|
March 31,
2016
|
$
0.0065
|
$
0.0029
|
December 31,
2015
|
$
0.0106
|
$
0.002
|
September 30,
2015
|
$
0.0127
|
$
0.0059
|
June 30,
2015
|
$
0.0131
|
$
0.0008
|
March 31,
2015
|
$
0.400
|
$
0.0051
|
1.
|
We
would not be able to pay our debts as they become due in the usual
course of business; or
|
2.
|
Our
total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those
receiving the distribution.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding
Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants
and Rights
|
Number of Securities Remaining Available for Future Issuance under
Equity Compensation Plan
|
Equity
compensation plans approved by security holders
|
Nil
|
Nil
|
Nil
|
Equity
compensation plans not approved by security holders
|
3,325
|
$1,045
|
1,649
|
Total
|
3,325
|
$1,045
|
1,649
|
|
Year Ended
December 31, 2016
|
Year Ended
December 31, 2015
|
|
|
|
REVENUES
|
$
28,884
|
$
151,191
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense
|
$
2,073,893
|
$
1,416,715
|
App hosting (Note 10)
|
492,487
|
382,330
|
Commissions
|
8,635
|
45,357
|
General
and administrative (Note 10)
|
887,345
|
881,539
|
Financing
costs
|
549
|
29,261
|
Product
development (Note 10)
|
493,917
|
249,221
|
Sales
and marketing
|
1,527,366
|
228,880
|
|
|
|
TOTAL OPERATING EXPENSES
|
5,484,192
|
3,233,303
|
|
|
|
LOSS FROM OPERATIONS
|
(5,455,308
)
|
(3,080,112
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 12)
|
(575,000
)
|
-
|
Loss
on settlement agreement (Note 13)
|
(82,931
)
|
-
|
Gain
-on extinguishment of debt
|
-
|
5,096
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
$
(6,113,239
)
|
$
(3,077,016
)
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
(0.01
)
|
(0.03
)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
571,100,443
|
96,575,512
|
|
December
31, 2016
|
December
31, 2015
|
|
(audited)
|
(audited)
|
Current
Assets
|
$
127,776
|
$
21,625
|
Current
Liabilities
|
$
3,732,596
|
$
1,683,234
|
Working Capital
Deficiency
|
$
(3,604,820
)
|
$
(1,661,609
)
|
|
Year
Ended
|
Year
Ended
|
|
December 31, 2016
|
December 31, 2014
|
Net Cash Provided
by (Used in) Operating Activities
|
$
(2,817,518
)
|
$
(1,279,345
)
|
Net Cash Provided
by (Used in) Investing Activities
|
(575,000
)
|
(35,000
)
|
Net Cash Provided
by (Used in) Financing Activities
|
3,496,442
|
1,331,170
|
Net Increase
(Decrease) in Cash
|
$
103,924
|
$
16,825
|
Report of
Independent Registered Public Accounting Firm
|
|
F-1
|
|
|
|
Consolidated
Balance Sheets as of December 31, 2016 and 2016
|
|
F-2
|
|
|
|
Consolidated
Statements of Comprehensive Loss for the years ended December 31,
2016 and 2015
|
|
F-3
|
|
|
|
Consolidated
Statements of Stockholders’ Deficit for the years ended
December 31, 2016 and 2015
|
|
F-4
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2016 and
2015
|
|
F-5
|
|
|
|
Notes to the
Consolidated Financial Statements
|
|
F-6 -
F-17
|
|
Year Ended
December 31, 2016
|
Year Ended
December 31, 2015
|
|
|
|
REVENUES
|
$
28,884
|
$
151,191
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense (Note 10)
|
$
2,073,893
|
$
1,416,715
|
App hosting (Note 8)
|
492,487
|
382,330
|
Commissions
|
8,635
|
45,357
|
General
and administrative (Note 8)
|
887,345
|
881,539
|
Financing
costs
|
549
|
29,261
|
Product
development (Note 8)
|
493,917
|
249,221
|
Sales
and marketing
|
1,527,366
|
228,880
|
|
|
|
TOTAL OPERATING EXPENSES
|
5,484,192
|
3,233,303
|
|
|
|
LOSS FROM OPERATIONS
|
(5,455,308
)
|
(3,082,112
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 12)
|
(575,000
)
|
-
|
Loss
on settlement agreement (Note 13)
|
(82,931
)
|
-
|
Gain
on extinguishment of debt
|
-
|
5,096
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
$
(6,113,239
)
|
$
(3,077,016
)
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
(0.01
)
|
(0.03
)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
571,100,443
|
96,575,512
|
|
Common # Stock
|
Common Stock Amount
|
Preferred #
|
Preferred Stock Amount
|
Additional Paid-in Capital
|
Common Stock Subscriptions
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2014
|
8,802,940
|
$
881
|
22,807
|
$
2
|
$
3,340,495
|
$
(4,500
)
|
$
(4,310,032
)
|
$
(973,154
)
|
|
|
|
|
|
|
|
|
|
Shares
issued for services
|
1,150,000
|
115
|
—
|
—
|
6,325
|
—
|
—
|
6,440
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes (Note 10)
|
190,385,736
|
19,038
|
—
|
—
|
269,629
|
—
|
—
|
288,667
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred shares (Note 4)
|
18,638,866
|
1,864
|
(642
)
|
—
|
(1,864
)
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
2,082,723
|
—
|
—
|
2,082,723
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,077,016
)
|
(3,077,016
)
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2015
|
218,977,542
|
$
21,898
|
22,165
|
$
2
|
$
5,697,308
|
$
(4,500
)
|
$
(7,387,048
)
|
$
(1,672,340
)
|
|
|
|
|
|
|
|
|
|
Shares
issued for services
|
65,465,714
|
6,547
|
—
|
—
|
231,545
|
—
|
—
|
238,092
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes (Note 10)
|
652,069,721
|
65,207
|
—
|
—
|
311,248
|
—
|
—
|
376,455
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred shares (Note 4)
|
104,524,944
|
10,452
|
(510
)
|
—
|
(10,452
)
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
2,882,248
|
—
|
—
|
2,882,248
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants
|
26,993,902
|
2,699
|
—
|
—
|
(2,699
)
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
Debt
forgiveness (Note 8)
|
—
|
—
|
—
|
—
|
500,000
|
—
|
—
|
500,000
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
(6,113,239
)
|
(6,113,239
)
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2016
|
1,068,031,823
|
$
106,803
|
21,655
|
$
2
|
$
9,609,198
|
$
(4,500
)
|
$
(13,500,287
)
|
$
(3,788,784
)
|
|
Year Ended
December 31, 2016
|
Year Ended
December 31, 2015
|
Cash Flows from Operating Activities:
|
|
|
Net
loss
|
$
(6,113,239
)
|
$
(3,077,016
)
|
|
|
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities:
|
|
|
Interest
on promissory notes
|
272,859
|
64,129
|
Accretion
expense
|
1,634,045
|
1,123,165
|
Gain
on extinguishment of debt
|
-
|
(5,096
)
|
Loss
on investment
|
575,000
|
-
|
Shares
issued for services
|
177,034
|
50,830
|
Changes in Operating Assets and Liabilities
|
|
|
Decrease
(increase) in accounts receivable
|
2,839
|
10,289
|
Increase
in deferred revenue
|
-
|
(11,513
)
|
Decrease
(increase) in prepaid expenses
|
-
|
3,453
|
Increase
in accounts payable
|
633,944
|
562,414
|
Net Cash Used in Operating Activities
|
(2,817,518
)
|
(1,279,345
)
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
Acquisition
of Intangible Assets
|
-
|
(35,000
)
|
Purchase
of investment in Hang With
|
(575,000
)
|
-
|
Net Cash Provided by (Used in) Investing Activities
|
(575,000
)
|
(35,000
)
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
Proceeds
from convertible debentures (net)
|
3,496,442
|
1,331,170
|
Net Cash Provided by Financing Activities
|
3,496,442
|
1,331,170
|
|
|
|
Net Increase in Cash
|
103,924
|
16,825
|
|
|
|
Cash – Beginning
|
15,880
|
(945
)
|
|
|
|
Cash – Ending
|
$
119,804
|
$
15,880
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
Cash
paid for interest
|
$
-
|
$
-
|
Cash
paid for income taxes
|
$
-
|
$
-
|
|
|
|
Non-cash Investing and Financing Items:
|
|
|
Convertible
debentures issued to extinguish promissory notes
|
-
|
261,425
|
Shares
issued for conversion of debt (net)
|
$
376,455
|
$
288,688
|
|
|
|
Cash consists of:
|
|
|
Cash
|
$
119,804
|
$
15,880
|
|
|
Weighted
Average
|
|
|
Exercise
|
|
Number of Warrants
|
Price
$
|
Balance,
December 31, 2014
|
334
|
2,000
|
Warrants
expired
|
(334
)
|
(2,000
)
|
Warrants
issued
|
119,471,154
|
0.014
|
Balance,
December 31, 2015
|
119,471,154
|
0.014
|
Warrants
exercised
|
(27,609,756
)
|
0.004
|
Warrants
issued
|
886,474,359
|
0.003
|
Balance,
December 31, 2016
|
978,335,757
|
0.005
|
|
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
|
|
Number
of Options
|
Weighted
Average Exercise Price
|
Weighted-
Average Remaining Contractual Term (years)
|
Aggregate
Intrinsic Value
|
|
|
|
$
|
$
|
Outstanding
and exercisable, December 31, 2014
|
3,075
|
1,044
|
8.57
|
-
|
Outstanding
and exercisable, December 31, 2015
|
3,075
|
1,044
|
7.57
|
-
|
Outstanding
and exercisable, December 31, 2016
|
3,075
|
1,044
|
6.57
|
-
|
|
$
|
|
|
Employment
Agreements (1)
|
300,000
|
Conversion Feature
|
Issuance
|
Net Principal ($)
|
Discount ($)
|
Carrying Value ($)
|
Interest Rate
|
Maturity Date
|
||
a
|
)
|
02-Apr-13
|
5,054
|
-
|
5,054
|
0
|
%
|
02-Jan-14
|
b
|
)
|
05-Aug-15
|
737,630
|
160,001
|
577,629
|
7
|
%
|
05-Feb-17
|
b
|
)
|
05-Aug-15
|
18,249
|
4,001
|
14,248
|
7
|
%
|
05-Feb-17
|
d
|
)
|
15-Jan-15
|
40,000
|
-
|
40,000
|
8
|
%
|
15-Jan-16
|
d
|
)
|
15-Feb-15
|
35,000
|
-
|
35,000
|
8
|
%
|
15-Feb-16
|
d
|
)
|
17-Feb-15
|
102,135
|
-
|
102,135
|
8
|
%
|
17-Feb-16
|
d
|
)
|
17-Feb-15
|
5,000
|
-
|
5,000
|
8
|
%
|
17-Feb-16
|
c
|
)
|
27-Feb-15
|
37,500
|
-
|
37,500
|
8
|
%
|
27-Feb-16
|
c
|
)
|
12-Mar-15
|
12,500
|
-
|
12,500
|
8
|
%
|
11-Mar-16
|
d
|
)
|
19-Mar-15
|
53,551
|
-
|
53,551
|
8
|
%
|
19-Mar-16
|
d
|
)
|
19-Mar-15
|
8,000
|
-
|
8,000
|
8
|
%
|
19-Mar-16
|
c
|
)
|
27-Mar-15
|
50,000
|
-
|
50,000
|
8
|
%
|
26-Mar-16
|
c
|
)
|
11-May-15
|
50,000
|
-
|
50,000
|
8
|
%
|
10-May-16
|
d
|
)
|
02-Jun-15
|
29,500
|
-
|
29,500
|
8
|
%
|
01-Jun-16
|
d
|
)
|
02-Jun-15
|
45,965
|
-
|
45,965
|
8
|
%
|
01-Jun-16
|
d
|
)
|
02-Jun-15
|
10,000
|
-
|
10,000
|
8
|
%
|
01-Jun-16
|
d
|
)
|
02-Jun-15
|
58,540
|
-
|
58,540
|
8
|
%
|
01-Jun-16
|
d
|
)
|
02-Jun-15
|
35,408
|
-
|
35,408
|
8
|
%
|
01-Jun-16
|
d
|
)
|
02-Jun-15
|
20,758
|
-
|
20,758
|
8
|
%
|
01-Jun-16
|
c
|
)
|
11-Jun-15
|
50,000
|
-
|
50,000
|
8
|
%
|
10-Jun-16
|
d
|
)
|
16-Jun-15
|
30,464
|
-
|
30,464
|
8
|
%
|
15-Jun-16
|
d
|
)
|
19-Jun-15
|
30,000
|
-
|
30,000
|
8
|
%
|
18-Jun-16
|
d
|
)
|
19-Jun-15
|
35,408
|
-
|
35,408
|
8
|
%
|
18-Jun-16
|
c
|
)
|
24-Jun-15
|
37,500
|
-
|
37,500
|
8
|
%
|
23-Jun-16
|
d
|
)
|
24-Jun-15
|
35,000
|
-
|
35,000
|
8
|
%
|
23-Jun-16
|
c
|
)
|
24-Jun-15
|
37,500
|
-
|
37,500
|
8
|
%
|
23-Jun-16
|
d
|
)
|
07-Jul-15
|
75,000
|
-
|
75,000
|
8
|
%
|
07-Oct-15
|
d
|
)
|
01-Aug-15
|
17,408
|
-
|
17,408
|
8
|
%
|
04-Aug-16
|
d
|
)
|
01-Aug-15
|
30,000
|
-
|
30,000
|
8
|
%
|
01-Aug-16
|
d
|
)
|
01-Aug-15
|
35,408
|
-
|
35,408
|
8
|
%
|
01-Aug-16
|
d
|
)
|
21-Sep-15
|
64,744
|
-
|
64,744
|
8
|
%
|
21-Sep-16
|
b
|
)
|
03-May-16
|
50,000
|
40,035
|
9,965
|
8
|
%
|
03-May-17
|
c
|
)
|
03-May-16
|
50,000
|
-
|
50,000
|
8
|
%
|
03-May-17
|
d
|
)
|
03-May-16
|
29,500
|
-
|
29,500
|
8
|
%
|
03-May-17
|
d
|
)
|
03-May-15
|
45,965
|
-
|
45,965
|
8
|
%
|
03-May-17
|
b
|
)
|
24-May-16
|
61,571
|
52,609
|
8,962
|
8
|
%
|
24-May-17
|
d
|
)
|
24-May-16
|
30,464
|
-
|
30,464
|
8
|
%
|
24-May-17
|
b
|
)
|
26-May-16
|
157,500
|
142,197
|
15,303
|
8
|
%
|
26-May-17
|
d
|
)
|
15-Jun-16
|
50,000
|
46,146
|
3,854
|
8
|
%
|
15-Jun-17
|
c
|
)
|
07-Apr-16
|
18,000
|
12,449
|
5,551
|
8
|
%
|
07-Apr-17
|
b
|
)
|
02-Jun-16
|
160,000
|
152,829
|
7,171
|
7
|
%
|
02-Jun-17
|
b
|
)
|
02-Jun-16
|
4,000
|
3,625
|
375
|
7
|
%
|
02-Jun-17
|
b
|
)
|
15-Jun-16
|
50,000
|
43,810
|
6,190
|
7
|
%
|
15-Jun-17
|
b
|
)
|
15-Jun-16
|
1,250
|
1,042
|
208
|
7
|
%
|
15-Jun-17
|
b
|
)
|
17-May-16
|
100,000
|
93,640
|
6,360
|
7
|
%
|
08-Sep-17
|
b
|
)
|
17-May-16
|
2,500
|
2,175
|
325
|
7
|
%
|
08-Sep-17
|
b
|
)
|
19-May-16
|
110,000
|
103,446
|
6,554
|
7
|
%
|
08-Sep-17
|
b
|
)
|
19-May-16
|
2,750
|
2,413
|
337
|
7
|
%
|
08-Sep-17
|
b
|
)
|
27-Jan-16
|
248,540
|
36,331
|
212,209
|
7
|
%
|
27,Jul-17
|
b
|
)
|
08-Mar-16
|
110,000
|
100,645
|
9,355
|
7
|
%
|
08-Sep-17
|
b
|
)
|
27-Jan-16
|
10,929
|
-
|
10,929
|
7
|
%
|
27-Jul-17
|
b
|
)
|
08-Mar-16
|
5,000
|
3,257
|
1,743
|
7
|
%
|
08-Sep-17
|
b
|
)
|
08-Mar-16
|
90,000
|
81,615
|
8,385
|
7
|
%
|
08-Sep-17
|
b
|
)
|
07-Jul-16
|
50,000
|
46,719
|
3,281
|
7
|
%
|
08-Sep-17
|
b
|
)
|
04-Aug-16
|
110,000
|
106,095
|
3,905
|
7
|
%
|
08-Sep-17
|
b
|
)
|
15-Aug-16
|
157,000
|
152,850
|
4,150
|
7
|
%
|
08-Sep-17
|
b
|
)
|
12-Sep-16
|
83,000
|
80,468
|
2,532
|
7
|
%
|
08-Sep-17
|
b
|
)
|
07-Jul-16
|
1,250
|
1,063
|
187
|
7
|
%
|
08-Sep-17
|
b
|
)
|
04-Aug-16
|
2,750
|
2,522
|
228
|
7
|
%
|
08-Sep-17
|
b
|
)
|
15-Aug-16
|
3,925
|
3,679
|
246
|
7
|
%
|
08-Sep-17
|
b
|
)
|
12-Sep-16
|
2,075
|
1,914
|
161
|
7
|
%
|
08-Sep-17
|
b
|
)
|
07-Jul-16
|
50,000
|
45,429
|
4,571
|
7
|
%
|
07-Jul-17
|
b
|
)
|
04-Aug-16
|
110,000
|
105,438
|
4,562
|
7
|
%
|
04-Aug-17
|
b
|
)
|
15-Aug-16
|
157,500
|
152,903
|
4,597
|
7
|
%
|
15-Aug-17
|
b
|
)
|
08-Sep-16
|
80,000
|
77,384
|
2,616
|
7
|
%
|
08-Sep-17
|
b
|
)
|
11-Nov-16
|
80,000
|
78,877
|
1,123
|
7
|
%
|
11-Nov-17
|
b
|
)
|
06-Dec-16
|
88,000
|
87,161
|
839
|
7
|
%
|
06-Dec-17
|
|
|
|
|
|
|
|
|
|
|
|
|
4,196,691
|
2,024,768
|
2,171,923
|
|
|
|
Conversion Feature
|
Issuance
|
Net Principal ($)
|
Discount ($)
|
Carrying Value ($)
|
Interest Rate
|
Maturity Date
|
||
b
|
)
|
07-Oct-16
|
465,000
|
463,533
|
1,467
|
7
|
%
|
18-Apr-18
|
b
|
)
|
7-Nov-16
|
283,443
|
253,145
|
30,298
|
7
|
%
|
18-Apr-18
|
b
|
)
|
12-Dec-16
|
284,379
|
97,180
|
187,199
|
7
|
%
|
18-Apr-18
|
|
|
|
|
|
|
|
|
|
|
|
|
1,032,822
|
813,858
|
218,964
|
|
|
|
a)
|
Subsequent
to December 31, 2016, the Company issued 435,823,830 shares of
common stock in connection with conversion of convertible notes in
the amount of $240,843, issued 4,720,000 shares of common stock for
placement agent fees, and issued 48,516,930 shares of common stock
in connection with conversion of 98 shares of Series A preferred
stock.
|
b)
|
Subsequent
to December 31, 2016, the Company obtained proceeds of $691,750 for
various convertible notes agreements (“Debentures”)
entered into with face value totaling $691,750, with interest rates
at between 7% and 8% per annum and maturing twelve months from the
dates of issuance. The principal and interest of the Debentures are
convertible into common shares of the Company at various conversion
rates as outlined in each agreement. In connection with the
convertible notes, the Company also issued warrants to allow a note
holder to purchase 118,000,000 shares of Common Stock with an
exercise price of $0.003. The Company paid $31,250 in legal fees
and other expenses in connection with these
debentures.
|
Name
|
Position Held with Our Company
|
Age
|
Date First Elected or Appointed
|
Robert Rositano
|
CEO, Secretary and Director
|
48
|
January 31, 2014
|
Dean Rositano
|
President, CTO and Director
|
45
|
January 31, 2014
|
Frank Garcia
|
CFO
|
59
|
June 30, 2011
|
|
|
|
|
●
|
a bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time;
|
|
|
|
|
●
|
conviction in a criminal proceeding or being subject to a pending
criminal proceeding, excluding traffic violations and other minor
offenses;
|
|
|
|
|
●
|
being subject to any order, judgment or decree, not substantially
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining, barring, suspending or
otherwise limiting his involvement in any type of business,
securities or banking business;
|
|
●
|
being found by a court of competent jurisdiction, in a civil
action, the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated;
|
|
|
|
|
●
|
being the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any federal or state securities or commodities
law or regulation; or (ii) any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order;
or (iii) any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or
|
|
|
|
|
●
|
being the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Securities
Exchange Act of 1934), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act), or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a
member.
|
Name
|
Number and Description of Transactions Not Reported on a Timely
Basis
|
Robert Rositano
|
3 transactions were not reported on a timely basis following the
conversion of shares of Series APreferred Stock into shares of
common stock in the year ended December 31, 2016.
|
Dean Rositano
|
3
transactions were not reported on a timely basis following the
conversion of shares of Series A
Preferred Stock
into shares of common stock in the year ended December 31,
2016.
|
Frank Garcia
|
1
transaction was not reported on a timely basis following the
acquisition of shares of Series A
Preferred Stock in
the year ended December 31, 2016.
|
Name and
Principal Position
|
Year
|
Salary Incurred
($)
|
Bonus
($)
|
Stock Awards
($) 1
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All other Compensation
($)
|
Total
($)
|
Robert Rositano
CEO, Secretary, & Director
|
2016
2015
|
150,000 (1)
150,000 (2)
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
150,000
150,000
|
|
|
|
|
|
|
|
|
|
|
Dean Rositano
President and CTO
|
2016
2015
|
150,000 (1)
150,000 (2)
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
150,000
150,000
|
|
|
|
|
|
|
|
|
|
|
Frank Garcia
Chief Financial Officer
|
2016
2015
|
102,083
100,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
102,083
100,000
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class (3)
|
||
|
|
|
|
|
|
|
(a)
|
Holders Over 5%
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert A Rositano Jr.
|
10,046
(1)
|
Direct
|
46.60%
|
|
|
3846 Moanna Way,
|
|
|
|
|
|
Santa Cruz, CA 95062
|
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Dean Rositano
126 Sea Terrace Way,
Aptos, CA 95003
|
2,256
|
Direct
|
10.46%
|
|
|
|
|
|
|
|
Series A preferred
|
Frank Garcia
1735 E Ft Lowell Rd Ste9,
Tucson, AZ 85719
|
250
|
Direct
|
1.16%
|
|
|
|
|
|
|
|
Series A preferred
|
Checkmate Mobile, Inc.
125 E. Campbell Ave.,
Campbell, California 95008
|
290
|
Direct
|
1.35%
|
|
|
|
|
|
|
|
Series A preferred
|
Copper Creek Holdings, LLC
(2)
7960 B Soquel Dr., Suite #146
Aptos, CA 95003
|
15,581
|
Direct
|
72.27%
|
|
|
-Robert
Rositano
|
7,791
|
|
36.14%
|
|
|
-Stacy
Rositano
|
7,791
|
|
36.14%
|
|
|
|
|
|
|
|
|
(b)
|
Directors
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert A Rositano Jr.
|
10,046
(1)
|
Direct and
|
46.60%
|
|
|
3846 Moanna Way,
|
|
Indirect
|
|
|
|
Santa Cruz, CA 95062
|
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Dean Rositano
|
2,256
|
Direct
|
10.46%
|
|
|
126 Sea Terrace Way,
|
|
|
|
|
|
Aptos, CA 95003
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert Rositano, Jr. and Dean Rositano as named above
|
|
|
||
|
|
|
|
|
|
Series A preferred
|
(d)
|
Officers and Directors as a Group for preferred stock
|
12,552
(1)
|
Direct and Indirect
|
58.22%
|
|
|
|
|
|
|
|
(i)
|
Any director or executive officer of our company;
|
|
|
|
|
(ii)
|
Any beneficial owner of shares carrying more than 5% of the voting
rights attached to our outstanding shares of common
stock;
|
|
(iii)
|
Any person who acquired control of our company when it was a shell
company or any person that is part of a group, consisting of two or
more persons that agreed to act together for the purpose of
acquiring, holding, voting or disposing of our common stock, that
acquired control of Titan Iron Ore Corp. when it was a shell
company; and
|
|
|
|
|
(iv)
|
Any immediate family member (including spouse, parents, children,
siblings and in-laws) of any of the foregoing persons.
|
|
●
|
the
director is, or at any time during the past three years was, an
employee of the company;
|
|
●
|
the
director or a family member of the director accepted any
compensation from the company in excess of $120,000 during any
period of 12 consecutive months within the three years preceding
the independence determination (subject to certain exclusions,
including, among other things, compensation for board or board
committee service);
|
|
●
|
a
family member of the director is, or at any time during the past
three years was, an executive officer of the company;
|
|
●
|
the
director or a family member of the director is a partner in,
controlling stockholder of, or an executive officer of an entity to
which the company made, or from which the company received,
payments in the current or any of the past three fiscal years that
exceed 5% of the recipient’s consolidated gross revenue for
that year or $200,000, whichever is greater (subject to certain
exclusions); or
|
|
●
|
the
director or a family member of the director is employed as an
executive officer of an entity where, at any time during the past
three years, any of the executive officers of the company served on
the compensation committee of such other entity; or the director or
a family member of the director is a current partner of the
company’s outside auditor, or at any time during the past
three years was a partner or employee of the company’s
outside auditor, and who worked on the company’s
audit.
|
|
Fiscal
Year Ended
|
Fiscal
Year Ended
|
Fee
Category
|
December 31, 2016
|
December 31, 2015
|
Audit Fees
(1)
|
$
54,950
|
$
44,250
|
Audit Related Fees
(2)
|
-
|
-
|
Tax Fees
(3)
|
5,600
|
-
|
All Other Fees
(4)
|
-
|
5,250
|
Total
|
$
60,550
|
$
49,500
|
|
1
|
Audit
fees consist of fees incurred for professional services rendered
for the audit of our financial statements, for reviews of our
interim financial statements included in our quarterly reports on
Form 10-Q and for services that are normally provided in connection
with statutory or regulatory filings or engagements.
|
|
2
|
Audit-related
fees consist of fees billed for professional services that are
reasonably related to the performance of the audit or review of our
financial statements, but are not reported under “Audit
fees.”
|
|
3
|
Tax
fees consist of fees billed for professional services relating to
tax compliance, tax planning, and tax advice.
|
|
4
|
All
other fees consist of fees billed for all other
services.
|
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
|
10.27
|
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
|
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)
|
10.29
|
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)
|
10.30
|
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)
|
10.31
|
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)
|
10.32
|
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)
|
10.33
|
Funding
Commitment Letter dated December 2, 2016 with Coventry Enterprises,
LLC
|
|
FRIENDABLE INC.
|
|
|
|
|
|
|
Date:
April 17, 2017
|
By:
|
/s/
Robert
Rositano
|
|
|
|
Robert
Rositano
|
|
|
|
Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
|
|
|
|
|
|
Date:
April 17, 2017
|
By:
|
/s/
Robert
Rositano
|
|
|
|
Robert
Rositano
|
|
|
|
Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
|
|
|
|
|
|
Date:
April 17, 2017
|
By:
|
/s/
Frank
Garcia
|
|
|
|
Frank
Garcia
|
|
|
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
Date:
April 17, 2017
|
By:
|
/s/
Dean
Rositano
|
|
|
|
Dean
Rositano
|
|
|
|
President
and Chief Technology Officer and Director
|
|
|
|
|
|
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