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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 incorporation)
|
|
(I.R.S.
Employer Identification 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
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
|
|
|
Emerging
growth company
|
☐
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
|
|
☐
Yes
☒
No
|
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
|
23
|
|
|
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
23
|
|
|
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
|
23
|
|
|
ITEM 4.
MINE SAFETY DISCLOSURES
|
23
|
|
|
ITEM 5.
OTHER INFORMATION
|
23
|
|
|
ITEM 6.
EXHIBITS
|
24
|
|
|
SIGNATURES
|
25
|
|
|
|
|
|
Consolidated
Balance Sheets as of March 31, 2018 and December 31,
2017
|
|
2
|
|
|
|
Consolidated
Statements of Comprehensive Loss for the three months ended March
31, 2018 and 2017
|
|
3
|
|
|
|
Consolidated
Statements of Stockholders’ Deficiency for the period from
December 31, 2016 to March 31, 2018
|
|
4
|
|
|
|
Consolidated
Statements of Cash Flows for the three months ended March 31, 2018
and 2017
|
|
5
|
|
|
|
Notes
to the Consolidated Financial Statements
|
|
6-14
|
|
Three Months Ended March 31, 2018
$
|
Three Months Ended March 31, 2017
$
|
REVENUES
|
3,081
|
3,043
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense (Note 10)
|
867,561
|
646,264
|
App
hosting (Note 8)
|
139,455
|
135,000
|
Commissions
|
884
|
913
|
General
and administrative (Note 8)
|
217,938
|
231,801
|
Product
development (Note 8)
|
-
|
50,400
|
Sales
and marketing
|
490
|
99,494
|
|
|
|
|
|
|
TOTAL OPERATING
EXPENSES
|
1,226,328
|
1,163,872
|
|
|
|
LOSS FROM
OPERATIONS
|
(1,223,247
)
|
(1,160,829
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 11)
|
-
|
(175,000
)
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
(1,223,247
)
|
(1,335,829
)
|
|
|
|
BASIC LOSS PER SHARE
|
(0.00
)
|
(0.00
)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
5,317,254,813
|
1,298,101,187
|
|
Common # Stock
|
Common Stock Amount
|
Preferred #
|
Preferred Stock Amount
|
Additional Paid-in Capital
|
Common Stock Subscriptions
|
Deficit
|
Total
|
Balance December 31,
2016
|
1,068,031,823
|
$
106,803
|
21,655
|
$
2
|
$
9,609,198
|
$
(4,500
)
|
$
(13,500,287
)
|
$
(3,788,784
)
|
Shares
issued for services
|
123,220,000
|
12,322
|
—
|
—
|
56,368
|
—
|
—
|
68,690
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes (Note 10)
|
3,521,332,373
|
352,133
|
—
|
—
|
410,819
|
—
|
—
|
762,952
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred shares (Note 4)
|
297,726,173
|
29,773
|
(388
)
|
—
|
(29,773
)
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
1,111,166
|
—
|
—
|
1,111,166
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,638,182
)
|
(5,638,182
)
|
|
|
|
|
|
|
|
|
|
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 10)
|
543,000,000
|
54,300
|
—
|
—
|
6,000
|
—
|
—
|
60,300
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
206,000
|
—
|
—
|
206,000
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,223,247
)
|
(1,223,247
)
|
|
|
|
|
|
|
|
|
|
Balance
March 31, 2018
|
5,553,310,369
|
$
555,331
|
21,267
|
$
2
|
$
11,369,778
|
$
(4,500
)
|
$
(20,361,716
)
|
$
(8,441,105
)
|
|
|
Weighted
Average
|
|
|
Exercise
|
|
Number of Warrants
|
Price
$
|
Balance,
December 31, 2017
|
1,096,335,757
|
0.004
|
|
|
|
Balance,
March 31, 2018
|
1,096,335,757
|
0.004
|
|
|
|
|
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, 2016
|
3,075
|
1,044
|
6.57
|
-
|
Outstanding
and exercisable, December 31, 2017
|
3,075
|
1,044
|
5.57
|
-
|
Outstanding
and exercisable, March 31, 2018
|
3,075
|
1,044
|
5.32
|
-
|
|
|
$
|
|
|
|
|
|
Employment Agreements (1)
|
|
|
225,000
|
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
|
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
|
63,912
|
401,088
|
7
|
%
|
7-Apr-18
|
d
|
)
|
7-Nov-16
|
295,000
|
47,914
|
247,086
|
7
|
%
|
7-May-18
|
d
|
)
|
12-Dec-16
|
295,000
|
18,033
|
276,967
|
7
|
%
|
12-Jun-18
|
d
|
)
|
18-Jan-17
|
295,000
|
11,543
|
283,457
|
7
|
%
|
7-Apr-18
|
b
|
)
|
7-Apr-17
|
25,000
|
2,754
|
22,246
|
8
|
%
|
7-Apr-18
|
b
|
)
|
3-May-17
|
27,000
|
9,809
|
17,191
|
8
|
%
|
3-May-18
|
c
|
)
|
5-May-17
|
30,000
|
11,574
|
18,426
|
8
|
%
|
5-May-18
|
b
|
)
|
2-Jun-17
|
27,000
|
14,115
|
12,885
|
8
|
%
|
2-Jun-18
|
s) d
|
)
|
21-Jul-17
|
698,258
|
485,908
|
212,350
|
10
|
%
|
21-Jul-18
|
s) d
|
)
|
21-Jul-17
|
24,000
|
6,917
|
17,083
|
10
|
%
|
21-Jul-18
|
|
|
|
|
|
|
|
|
|
|
|
|
6,176,700
|
672,479
|
5,504,221
|
|
|
|
Mobile Applications
Introduction
The Friendable Mobile Application:
Friendable is a "friends-first"
approach to making new connections. Unlike platforms like Facebook
and Instagram where users post what they did in the past,
Friendable’s features are designed and focused on living in
the present and looking forward to the future:
|
|
|
The Fan Pass Live
Application
(Development Project
Fan
Pass will be an online, mobile-based, video application that the
Company believes will empower the end user by attracting brands,
social influencers, artists, musicians and celebrities to build a
significant content base and then deliver live, exclusive video
content to their fan bases/app users. The app is to be available on
both iOS and Android operating systems. Examples of content may
include:
|
■
Branded 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.
|
|
|
Three Months Ended March 31, 2018
$
|
Three Months Ended March 31, 2017
$
|
REVENUES
|
3,081
|
3,043
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense
|
867,561
|
646,264
|
App
hosting
|
139,455
|
135,000
|
Commissions
|
884
|
913
|
General
and administrative
|
217,938
|
231,801
|
Product
development
|
-
|
50,400
|
Sales
and marketing
|
490
|
99,494
|
|
|
|
|
|
|
TOTAL OPERATING
EXPENSES
|
1,226,328
|
1,163,872
|
|
|
|
LOSS FROM
OPERATIONS
|
(1,223,247
)
|
(1,160,829
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 11)
|
-
|
(175,000
)
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
(1,223,247
)
|
(1,335,829
)
|
|
March 31, 2018
|
December 31, 2017
|
|
(unaudited)
|
(audited)
|
Current
Assets
|
$
122,312
|
$
6,863
|
Current
Liabilities
|
8,598,417
|
7,526,021
|
Working Capital
(Deficiency)
|
$
(8,476,105
)
|
$
(7,519,158
)
|
|
Three
months
|
Three
months
|
|
Ended
|
Ended
|
|
March 31, 2018
|
March
31, 2017
|
Net Cash Used in
Operating Activities
|
$
(92,286
)
|
$
(568,329
)
|
Net Cash Used in
Investing Activities
|
-
|
(175,000
)
|
Net Cash Provided
by Financing Activities
|
207,000
|
628,060
|
Net Increase
(Decrease) in Cash
|
$
114,714
|
(115,269
)
|
Exhibit Number
|
Description
|
|
FRIENDABLE, INC.
|
|
|||
|
|
|
|
|
|
Date:
May 21, 2018
|
By:
|
/s/
Robert Rositano,
Jr.
|
|
|
|
|
|
Name:
Robert Rositano,
Jr.
|
|
|
|
|
|
Title:
CEO, Secretary, and Director (Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
May 21, 2018
|
By:
|
/s/
Frank Garcia
|
|
|
|
|
|
Name:
Frank Garcia
|
|
|
|
|
|
Title:
Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
1 Year Friendable (CE) Chart |
1 Month Friendable (CE) Chart |
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