UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended: ~~September~~June 30, ~~2019~~2020

☐ 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

~~(Exact~~ (Exact name of registrant as specified in its charter)

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

~~(Address~~ (Address of principal executive offices) (zip code)

~~(Registrant’s~~ (Registrant’s telephone number, including area code)

~~(Former~~ (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	☐

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:

~~2,468,144~~123,412,864 shares of common stock outstanding as of ~~November 19, 2019~~August 13, 2020 of which 108,267,597 are issuable as of the date of this report.

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~~PART I - FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

~~September~~June 30, ~~2019~~2020

~~FRIENDABLE, INC.~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(Expressed in US dollars)~~

FRIENDABLE INC.
CONSOLIDATED BALANCE SHEETS


	June 30,	December 31,
	2020	2019
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$7,228	$11,282
Accounts receivable	295	135
Prepaid expenses	128,935	30,000
Due from a related party	-	30,083

Total Current Assets	136,458	71,500


Total Assets	$136,458	$71,500


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$2,237,382	$1,997,326
Accounts payable - related party	130,762	-
Convertible debentures and convertible promissory notes, net of discounts	38,925	69,930
Mandatorily redeemable Series C convertible Preferred stock, 1,000,000 shares designated, 187,300 and 149,300 shares issued and
outstanding at June 30, 2020 and December 31,2019, including premium of $114,755 and $55,549 respectively (Liquidation value $292,835)	407,590	191,549
Derivative liabilities	5,785,000	12,778,000
Liability to be settled in common stock	1,005,000	1,005,000

Total Current Liabilities	9,604,659	16,041,805

Total Liabilities	9,604,659	16,041,805

Commitments and contingencies (Note 6)

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, 19,668 and 19,786 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively. (Liquidation value $68,366)	2	2
Series A convertible Preferred stock, 25,000 shares designated at par value of $0.0001, 118 and 0 shares issuable at June 30, 2020 and December 31, 2019, respectively.	-	-
Series B convertible preferred stock, $0.0001 par value, 1,000,000 shares designated; 284,000 and 284,000 shares issued and outstanding at June 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; 10,277,976 and 4,398,114 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively	1,026	438
Common stock issuable, $0.0001 par value, 44,092,354 and 8,518,335 shares at
June 30, 2020 and December 31, 2019, respectively.	4,410	852
Additional paid-in capital	25,255,945	16,476,758
Common stock subscription receivable	(4,500)	(4,500)
Accumulated deficit	(34,725,112)	(32,443,883)

Total Stockholders' Deficit	(9,468,201)	(15,970,305)

Total Liabilities and Stockholders' Deficit	$136,458	$71,500


See accompanying notes to consolidated financial statements.

ASSETS

September 30, 2019 (Unaudited)

December 31,
2018

Current assets

Cash
$79
$25,646
Accounts receivable
  -
  -
Total current assets
  79
  25,646






TOTAL ASSETS
$79
$25,646






LIABILITIES AND STOCKHOLDERS' DEFICIT





LIABILITIES


Current liabilities


Accounts payable
$4,421,982
$3,863,577
Convertible debentures short-term (Note 9)
  6,299,407
  6,299,407
Promissory note (Note 10)
  109,535
  100,559
Total current liabilities
  10,830,924
  10,263,543









TOTAL LIABILITIES
  10,830,924
  10,263,543



Going concern (Note 1)


Commitments (Note 6)


Contingency (Note 12)


Subsequent events (Note 13)





STOCKHOLDERS' DEFICIT


Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 21,267 (December 31, 2018 – 21,267 ) shares issued and outstanding (Note 3)
  2
  2
Common stock, 1,000,000,000 shares authorized at par value of $0.0001, 314,726 (December 31, 2018 – 314,726) shares issued and outstanding (Note 3)
  31
  31
Additional paid-in capital
  13,027,043
  12,027,043
Common stock subscriptions receivable (Note 7)
  320,868
  (4,500)
Deficit
  (24,178,789)
  (22,260,473)
Total Stockholders' Deficit
  (10,830,845)
  (10,237,897)



TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$79
$25,646

~~The accompanying notes are an integral part of these consolidated financial statements.~~

FRIENDABLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2020	2019	2020	2019

REVENUES	$92,891	$856	$211,279	$1,861

OPERATING EXPENSES:
App hosting	12,000	767	21,000	15,767
Commissions	309	257	434	558
General and administrative	218,848	215,965	381,057	412,507
Product development	202,515	25,000	354,312	55,588
Investor relations	13,340	942	136,606	2,727
Sales and Marketing	52,254	16,983	52,254	21,409

Total operating expenses	499,266	259,914	945,663	508,556

LOSS FROM OPERATIONS	(406,375)	(259,058)	(734,384)	(506,695)

OTHER INCOME (EXPENSE):
Accretion and interest expense	(203,818)	(131,905)	(228,287)	(264,557)
Gain on foreign exchange	2,580	22,254	2,580	22,254
Initial derivative expense	(419,000)	-	(419,000)	-
Loss on settlement of derivative	-	-	(898,138)	-
Loss (gain) on change in fair value of derivative	293,000	-	(4,000)	-

Total other expense, net	(327,238)	(109,651)	(1,546,845)	(242,303)

NET LOSS	$(733,613)	$(368,709)	$(2,281,229)	$(748,998)

NET LOSS PER COMMON SHARE:
Basic and diluted	$(0.01)	$(1.20)	$(0.06)	$(2.43)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	52,635,758	308,518	38,424,868	308,518


See accompanying notes to consolidated financial statements.

~~FRIENDABLE, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS~~

~~(Expressed in US dollars)~~

Three Months Ended September 30, 2019
$


Three Months Ended September 30, 2018
$

Nine months Ended September 30, 2019
$

Nine months Ended September 30, 2018
$

REVENUES
  118,801
  1,227
  120,662
  5,709





OPERATING EXPENSES




    Accretion and interest expense (Note 9, 10)
  189,117
  478,102
  453,674
  1,874,931
    App hosting (Note 7)
  2,301
  141,000
  18,068
  420,425
    Commissions
  61
  368
  619
  1,673
    General and administrative (Note 7)
  187,352
  186,090
  577,605
  597,275
    Product development (Note 7)
  100,500
  549
  156,088
  549
    Sales and marketing
  28,788
  598
  52,924
  2,185










TOTAL OPERATING EXPENSES
  508,119
  806,707
  1,258,978
  2,897,038










LOSS FROM OPERATIONS
  (389,318)
  (805,480)
  (1,918,316)
  (2,891,329)
OTHER EXPENSES




    Provision for settlement of lawsuit (Note 12)
  (780,000)
  -
  (780,000)
  -





NET LOSS AND COMPREHENSIVE LOSS
  (1,169,318)
  (805,480)
  (1,918,316)
  (2,891,329)





BASIC LOSS PER SHARE
  (3.72)
  (6.44)
  (6.10)
  (9.50)





WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  314,726
  125,074
  314,726
  304,194

~~The accompanying notes are an integral part of these consolidated financial statements.~~

FRIENDABLE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the three and six months ended June 30, 2020 and 2019
(Unaudited)

											Additional	Common Stock		Total
	Series A Preferred Stock				Series B Preferred Stock		Common Stock				Paid In	Subscription	Accumulated	Stockholders'
	Shares Issued	Amount	Shares Issuable	Amount	Shares Issuable	Amount	Shares Issued	Amount	Shares Issuable	Amount	Capital	Receivable	Deficit	Equity Deficit


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 shares 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

Issuance of Series A preferred shares to consultants in exchange for services	(118)	-	118	-							135,617			135,617

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)

See accompanying notes to consolidated financial statements.

~~FRIENDABLE, INC.~~

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT~~

~~FOR THE PERIOD FROM DECEMBER 31, 2017 TO SEPTEMBER 30, 2019~~

~~(Expressed in US dollars)~~

Common # Stock

Common Stock Amount

Preferred #

Preferred Stock Amount

Additional Paid-in Capital

Common Stock Subscriptions

Deficit

Total

Balance December 31, 2017
284,559
$28
21,267
$2
$11,658,781
$(4,500)
$(19,138,469)
$(7,484,158)

Conversion of convertible notes (Note 9)
  30,167
  3
  —
  —
  60,297
  —
  —
  60,300









Issuance of convertible notes (net) (Note 9)
  —
  —
  —
  —
  307,965
  —
  —
  307,965









Net loss for the year
  —
  —
  —
  —
  —
  —
  (3,122,004)
  (3,122,004)









Balance December 31, 2018
  314,726
$31
  21,267
$2
$12,027,043
$(4,500)
$(22,260,473)
$(10,237,897)

Common stock subscriptions received (Note 3)
  —
  —
  —
  —
  —
  325,368
  —
  325,368









Debt forgiveness (Note 7, 11)
  —
  —
  —
  —
  1,000,000
  —
  —
  1,000,000









Net loss for the period
  —
  —
  —
  —
  —
  —
  (1,918,316)
  (1,918,316)









Balance September 30, 2019
  314,726
$31
  21,267
$2
$13,027,043
$320,868
$(24,178,789)
$(10,830,845)

~~The accompanying notes are an integral part of these consolidated financial statements.~~

FRIENDABLE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the three and six months ended June 30, 2019 and 2018
(Unaudited)

									Additional	Common Stock		Total
	Series A Preferred Stock		Series B Preferred Stock		Common Stock				Paid In	Subscription	Accumulated	Stockholders'
	Shares Issued	Amount	Shares Issuable	Amount	Shares Issued	Amount	Shares Issuable	Amount	Capital	Receivable	Deficit	Equity Deficit


Balance, December 31, 2018	21,267	$2	-	$-	308,518	$31		$-	$12,027,043	$(4,500)	$(22,260,473)	$(10,237,897)

Debt forgiveness - related parties	-	-	-	-	-	-		-	1,000,000			1,000,000

Common stock sold for cash	-	-	-	-	-	-	534,000	53	135,315			135,368

Net loss	-	-	-	-	-	-	-	-	-	-	(380,289)	(380,289)

Balance, March 31, 2019	21,267	$2	-	$-	308,518	$31	534,000	$53	$13,162,358	$(4,500)	$(22,640,762)	$(9,482,818)

Common stock sold for cash	-	-	-	-	-	-	2,150,000	215	114,785			115,000

Net loss	-	-	-	-	-	-	-	-	-	-	(368,709)	(368,709)

Balance, June 30, 2019	21,267	$2	-	$-	308,518	$31	2,684,000	$268	$13,277,143	$(4,500)	$(23,009,471)	$(9,736,527)

See accompanying notes to consolidated financial statements.

~~FRIENDABLE, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Expressed in US dollars)~~

Nine months ended
September 30, 2019

Nine months ended
September 30, 2018

Cash Flows from Operating Activities:

Net loss
$(1,918,316)
$(2,891,329)



Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:


Interest on convertible debentures and promissory note
  453,674
  400,189
Accretion expense
  -
  1,474,742
Provision for settlement of lawsuit
  780,000

Changes in Operating Assets and Liabilities


Increase in accounts receivable
  -
  (512)
Increase in accounts payable
  333,707
709,368
Net Cash Used in Operating Activities
  (350,935)
  (307,542)



Cash Flows from Financing Activities:


Proceeds from convertible debentures (net)
  -
  310,965
Proceeds from common stock subscription received
  325,368
  -
Net Cash Provided by Financing Activities
  325,368
  310,965



Net Increase (Decrease) in Cash
  (25,567)
  3,423



Cash – Beginning
  25,646
  -



Cash – Ending
$79
$3,423



Supplemental Cash Flow Information:


Cash paid for interest
$—
$—
Cash paid for income taxes
$—
$—



Non-cash Investing and Financing Items:


Shares issued for conversion of debt (net)
$-
$-
Convertible debentures issued to extinguish promissory notes
$-
$-



Cash consists of:


Cash
$79
$3,423

FRIENDABLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months Ended
	June 30,
	2020	2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(2,281,229)	$(748,998)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Common stock issued for services	117,608	-
Amortization of prepaid common stock for services	6,682	-
Loss on settlement of derivative	898,138	-
Loss on change in fair value of derivative	4,000	-
Initial derivative expense	419,000	-
Accrual of dividend on Preferred C stock	11,885	-
Premium and penalties on stock settled debt	171,156	-
Amortization of debt discount	28,170	264,557
Change in operating assets and liabilities:
Accounts receivable	(160)	(263)
Due from related party	30,083	-
Prepaid expenses	30,000	-
Accounts payable - related party	130,762	-
Accounts payable and accrued expenses	257,351	208,690

NET CASH USED IN OPERATING ACTIVITIES	(176,554)	(276,014)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of convertible preferred Series C stock	33,000	-
Refund on canceled common stock subscription	(500)	-
Proceeds from issuance of convertible notes	105,000	-
Proceeds from sale of common stock	35,000	250,368

NET CASH PROVIDED BY FINANCING ACTIVITIES	172,500	250,368

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS:	(4,054)	(25,646)

CASH AND CASH EQUIVALENTS - beginning of period	11,282	25,646

CASH AND CASH EQUIVALENTS - end of period	$7,228	$-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$-	$-
Income taxes	$-	$-

Non-cash investing and financing activities:
Derivative value recorded as debt discounts	$105,000	$-
Convertible debt converted to common stock	$59,175	$-
Common stock grants recorded as prepaid asset	$135,617	$-
Conversion of accrued interest to common stock	$17,295	$-
Reduction of derivative liability based on reset common shares issuable	$7,521,000	$-

Cash Consists of:
Cash	$7,228	$-

See accompanying notes to consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

1. NATURE OF BUSINESS AND GOING CONCERN

Friendable, Inc., a Nevada corporation (the “Company”), was incorporated in the State of ~~Nevada as Digital Yearbook Inc.~~Nevada.

~~Effective June 15, 2011,~~Friendable, Inc. is a mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications. The Company initially released its flagship product Friendable, as a social application where users can create one-on-one or group-style meetups. In 2019 the Company ~~completed~~has moved the Friendable app closer to a ~~merger~~traditional dating application with its ~~subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in~~focus on building revenue, as well as reintroducing the ~~Company’s name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.” The Company then began to pursue business in the area of mining exploration.~~

~~On February 3, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger”)~~with iHookup Operations Corp., a wholly-owned Delaware subsidiary of the Company (“Acquisition Sub”) and iHookup-DE, whereby iHookup-DE was the surviving entity and became the wholly-owned subsidiary of the Company. iHookup-DE’s former stockholders exchanged all of their 6,000 shares of outstanding common stock for 25,000 shares of the Company’s designated Series A Preferred Stock.

~~The Merger was regarded~~brand as a reverse recapitalization whereby iHookup-DE was considered to be the accounting acquirer as its stockholders retained control of the Company after the Merger. On February 3, 2014, the Merger was completed and as a result, iHookup-DE acquired the net liabilities of the Company.

As a result of the Merger, the Company ceased its prior operations and its business became the development and dissemination of a “proximity based” mobile-social media application that facilitates connections between people, utilizing the intelligence of global positioning system and localized recommendations.

On September 28, 2015, the Company filed a Certificate of Amendment to its Articles of Incorporation changing the name of the Company from “iHookup Social, Inc.” to “Friendable, Inc.”. On October 27, 2015, the Company’s trading symbol on the OTC Pink marketplace was changed from “HKUP” to “FDBL”. This change was made in conjunctionnon-threatening, all-inclusive place where “Everything starts with ~~the re-branding of the Company’s app from "iHookup Social" to "Friendable".~~Friendship”…meet, chat & date.

On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass Inc.

Fan Pass is the Company’s most recent or second app/brand, scheduled for release in 2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smartphone or other connected devices. Fan Pass allows an artist’s fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable and Fan Pass as premier brands and mobile platforms that are dedicated to connecting and engaging users from anywhere around the World.

On August 27, 2019, ~~FINRA approved~~ a ~~18,000~~1 for 118,000 reverse stock split ~~whereby 5,553,310,369, shares~~of our common stock became effective. All share and per share information in the accompanying unaudited consolidated financial statements and footnotes has been retroactively adjusted for the effects of the ~~Company’s common stock then issued and outstanding, were exchanged~~reverse split for ~~314,726 shares of the Company’s common stock.~~all periods presented.

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. ~~The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.~~ As of ~~September~~June 30, ~~2019,~~2020, the Company has a working capital deficiency of ~~$10,830,845 and has~~$9,468,201, an accumulated deficit of ~~$24,178,789 since inception~~$34,725,112 and has a stockholder’s deficit of $9,468,201 and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. During the six months ended June 30, 2020 the Company had a net loss and net cash used in operations of $2,281,229 and $176,554. These factors raise substantial doubt about the Company’s ability to continue as a going ~~concern.~~concern for a period of twelve months from the issuance of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain the necessary financing through the issuance of convertible notes and equity instruments. The unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management plans to raise financing through the issuance of convertible ~~notes.~~notes and equity sales. No assurance can be given that any such additional financing will be available, or that it can be obtained on terms acceptable to the Company and its stockholders.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements include all the accounts of the Company and ~~related notes are presented~~all of its wholly owned subsidiaries as of June 30, 2020 and 2019. All material intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year end is December 31.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ~~and~~of America (the “U.S. GAAP”) for interim financial information. Operating results for interim periods are ~~expressed in US dollars. The Company’s~~not necessarily indicative of results that may be expected for the fiscal year ~~end is~~as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December ~~31.~~31, 2019 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on June 30, 2020.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Certain balances in 2019 have been reclassified to conform with the 2020 presentation. Specifically, accrued interest on convertible notes has been reclassified into Accounts payable and accrued expenses and accretion and interest expense has been reclassified to other expenses.

The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the ~~consolidated~~ financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to ~~the useful life and recoverability of long-lived assets,~~ valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

In accordance with ASC 606, revenue is recognized when ~~persuasive evidence of an arrangement exists, delivery~~the following criteria have been met; valid contracts are identified with specific customers, performance obligations have been identified, price is determinable, price is allocated to performance obligations, and the Company has ~~occurred,~~satisfied the ~~fee is fixed or determinable, and collectability is probable.~~performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. ~~The~~During the six months ended June 30, 2020, the Company ~~derives~~derived revenues primarily from the ~~sale~~development of ~~application software, unlimited messaging subscriptions~~apps for ~~periods varying from one to twelve months,~~a third party, and ~~arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is~~such revenues were recognized upon ~~download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers.~~completion of services.

The Company’s policy regarding advertising is to expense advertising when incurred. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the Company incurred ~~$48,409 (September~~$3,500 (June 30, ~~2018: $1,474)~~2019: $21,409) in advertising costs.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

~~Intangible Assets~~

The Company accounts for intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered.

Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with finite lives is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value.

Intangible assets with indefinite lives are tested for impairment annually or more frequently are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Derivative liabilities

7The Company has a financial instrument associated with a debt restructuring agreement and conversion options embedded in convertible debt. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment.

Stock-based Compensation

~~The~~

During 2018 the Company ~~records~~recorded stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. In 2019 the Company adopted ASU 2018-07 which expands the measurement requirements to non employees.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of ~~comprehensive loss~~operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Accounts Receivable and Allowance for Doubtful Accounts

The Company monitors its outstanding receivables for timely payments and potential collection issues. ~~During the nine months ended September~~At June 30, ~~2019~~2020 and ~~2018,~~December 31, 2019, the Company did not have any allowance for doubtful accounts.

Financial Instruments

Financial assets and financial liabilities are recognized in the ~~consolidated~~ balance sheet when the Company has become party to the contractual provisions of the instruments.

The Company’s financial instruments consist of accounts receivable, accounts payable, convertible debentures, stock settled debt, derivatives, mandatorily redeemable Series C Preferred stock and promissory ~~note.~~notes. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Concentrations

We have substantial client concentration, with one client accounting for a substantial portion of our revenues.

In the six months ended June 30, 2020 we derived 99.3% (2019: 0%) of our revenue from one client. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. It is not possible for us to predict the future level of demand for our services that will be generated by this client or the future demand for the products and services of other similar clients. A loss of this client or the failure to retain similar clients could negatively affect our revenues and results of operations and/or trading price of our common stock.

Basic and Diluted Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the ~~consolidated~~ statement of ~~comprehensive loss.~~operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of ~~September~~June 30, ~~2019,~~2020, there were approximately ~~3,383,314~~507,466,903 potentially dilutive shares outstanding. Potential dilutive shares:

	60,908			Warrants outstanding
	7,385,124			Common shares issuable upon conversion of convertible debt
	489,332,970			Total shares issuable upon conversion of Preferred Series A shares
	1,136,000			Total shares issuable upon conversion of Preferred Series B shares
	9,551,901			Total shares issuable upon conversion of Preferred Series C shares
	507,466,903

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842) (“ASU 2016-02”), which requires lessees to recognize at the commencement date for all leases, with the exception of short-term leases, (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The ASU requires adoption using a modified retrospective transition approach with either (a) periods prior to the adoption date being recast or (b) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. ~~The~~As of June 30, 2020 the ~~adoption of ASU No. 2016-02 did not have an effect on its consolidated financial statements.~~Company has no lease obligations.

3. RELATED PARTY TRANSACTIONS AND BALANCES

During the six months ended June 30, 2020, the Company incurred $210,625 (2019: $229,600) in salaries and payroll taxes to officers, directors, and other related employees with such costs being recorded as general and administrative expenses.

During the six months ended June 30, 2020, the Company incurred $21,000, $330,000, and $30,000 (2019: $15,767, $55,000, and $30,000) in app hosting, app development and rent to a company with two officers and directors in common with such costs being recorded as app hosting, product development and general and administrative expenses.

As of June 30, 2020, the Company had a stock subscription receivable totaling $4,500 (December 31, 2019: $4,500) from an officer and director and from a company with an officer and director in common.

As of June 30, 2020, accounts payable includes $130,762 (December 31, 2019: receivable of $30,083) due to a company with two officers and directors in common, and $988,416 (December 31, 2019: $783,416) payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand.

4. CONVERTIBLE DEBENTURES

On March 26, 2019 the Company entered into a Debt Restructuring Agreement (the “Agreement”) with Robert A. Rositano Jr. (“Robert Rositano”), Dean Rositano (“Dean Rositano”), Frank Garcia (“Garcia”), Checkmate Mobile, Inc. (“Checkmate”), Alpha Capital Anstalt (“Alpha”), Coventry Enterprises, LLC (“Coventry”), Palladium Capital Advisors, LLC (“Palladium”), EMA Financial, LLC (“EMA”), Michael Finkelstein (“Finkelstein”), and Barbara R. Mittman (“Mittman”), each being a debt holder of the Company.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

4. CONVERTIBLE DEBENTURES (CONTINUED)

The debt holders agreed to convert their debt of approximately $6.3 million and accrued interest of approximately $1.8 million into an initial 5,902,589 shares of common stock as set forth in the Agreement upon the Company meeting certain milestones including but not limited to: the Company effecting a reverse stock split and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; certain vendors and Company employees forgiving an aggregate of $1,000,000 in amounts owed to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement. As part of the Agreement the parties signed a Rights to Shares Agreement. Whereas the Agreement called for all the shares to be delivered at closing, the holders are generally restricted to beneficial ownership of up to 4.99% of the company’s common shares outstanding. The Rights to Shares Agreement allows for the Company to issue shares to each holder up the 4.99% limitation while preserving the holders’ rights to the total shares in schedule A of the Agreement.

On December 26, 2019, all parties signed an amendment to the Agreement which set forth, among other things, the following:

Company Principals have given Holders notice that it has satisfied all conditions of closing.

The Agreement is considered Closed as of November 5, 2019 (“Settlement Date”) and any conditions of closing not satisfied are waived.

Reset Dates. The “Reset Dates” as set forth in Section 1(h) of the Agreement shall be as follows: March 4, 2020 and July 2, 2020. As of the reset dates the holders can convert all or part of the settled note amounts at the lower of (i) 75% of the closing bid price for the Common Stock on such respective Reset Date, or (ii) the VWAP for the Company’s Common Stock for the 7 trading days immediately preceding and including such respective Reset Dates. This reset provision provides for the issuance of additional shares above the initial 5,902,589 shares for no additional consideration as measured at each of the two reset dates.

On March 4, 2020 the Company became obligated issue an additional 36,193,098 shares of common stock and on July 2, 2020 it became obligated to issue an additional 63,275,243 shares for a total amount of shares due of 105,370,930.

The Company determined that the reset provision represents a standalone derivative liability. Accordingly, this debt restructure transaction was accounted for as an extinguishment of debt for consideration equal to the $2,384,646 fair value of the 5,902,589 common shares issuable, based on the $0.404 quoted trading price of the Company’s common stock price on the settlement date, and the initial fair value of the derivative liability of $12,653,000 resulting in a loss on debt extinguishment of $6,954,920.

The Company adjusts its derivative liability to fair value at each reporting and settlement date, with changes in fair value reported in the statement of operations. The Company estimated the fair value of the obligations to issue common stock pursuant to the Debt Restructuring Agreement, as amended, using Monte Carlo simulations and the following assumptions:

	November 5,			December			June
	2019			31, 2019			30, 2020
Volatility		617	%		738.1	%		293.6	%
Risk Free Rate		1.59	%		1.6	%		.13	%
Expected Term		0.66			0.5			0.01

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

4. CONVERTIBLE DEBENTURES (CONTINUED)

Derivative Liabilities

The Company accounts for its obligation to issue common stock (“Reset Provision”) as derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” which are reflected as liabilities at fair value on the consolidated balance sheet, with changes in fair value reported in the consolidated statement of operations. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The number of shares of common stock the Company could be obligated to issue, is based on future trading prices of the Company’s common stock. To reflect this uncertainty in estimating the fair value of the potential obligation to issue common stock, the Company uses a Monte Carlo model that considers the reporting date trading price, historical volatility of the Company’s common stock, and risk free rate in estimating the fair value of the potential obligation to issue common stock. The results of the Monte Carlo simulation model are most sensitive to inputs for expected volatility. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The estimated fair values may not represent future fair values and may not be realizable. We categorize our fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of June 30, 2020, the fair value of the Company’s potential obligation to issue common stock was $5,313,000.

The following is a summary of activity related to the reset provision derivative liability for the six months ended June 30, 2020:

Balance, December 31, 2019	$12,778,000
Record obligation to issue additional shares	(7,521,000)
Change in fair value	56,000
Balance, June 30, 2020	$5,313,000

5. PROMISSORY NOTES AND CONVERTIBLE PROMISSORY NOTES

JP Carey Convertible Note dated March 30, 2017 and assignments

On April 7, 2017, the Company entered into a Settlement Agreement with Joseph Canouse (the “Agreement”). The Company and Mr. Canouse had been in a dispute regarding what amount, if any, was owed pursuant to a consulting agreement between the parties signed in April 2014. In December 2016, Mr. Canouse obtained a judgment in state court in Georgia and the right to garnish the Company’s bank accounts. Pursuant to the Settlement Agreement, the Company agreed to issue an 8% Convertible Note in the principal amount of $82,931 (the “Note”). The Note was issued to J.P. Carey Inc., an entity controlled by Mr. Canouse. Although the Note is dated March 30, 2017, it was issued on April 7, 2017. The note maturity date was September 30, 2017. In return for the issuance of the Note, Mr. Canouse filed a Consent Motion to Withdraw Judgment, dismiss all garnishments, and cease all collection activities.

The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price, whichever is lower. Mr. Canouse does not have the right to convert the Note, to the extent that he would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date of September 30, 2017 and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Note becomes immediately due and payable. The Company defaulted by not paying the principal and interest on September 30, 2017 and has been recording interest at the 24% default rate. The Company also defaulted by being late with filing the Form 10-K on May 29, 2020.

During the year ended December 31, 2019:

The Company incurred $51,980 in interest related to the note.

J.P. Carey converted $1,002 of principal into 120,000 shares of the Company’s common stock at a price of $0.0084.

J.P. Carey assigned $10,000 of the note to World Market Ventures, LLC and assigned $6,000 of the note to Anvil Financial Management LTD LLC. The assignments carry the same conversion rights as the original note. World Market Ventures converted $6,000 of principal into 120,000 shares of the Company’s common stock at a price of $0.05. Anvil converted $6,000 of principal into 120,000 shares of the Company’s common stock at a price of $0.05.

At December 31, 2019, the J.P. Carey note balance including accrued interest of $51,980 was $121,910 including the portion assigned to World Market Ventures of $4,000.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTE (CONTINUED)

During the six months ended June 30, 2020:

The Company incurred $11,517 in interest related to the note through June 30, 2020.

J.P. Carey converted $30,929 of principal and $18,021 of interest into 1,642,162 shares of the Company’s common stock at a price of $0.029.

World Market Ventures converted the remaining balance of $4,000 of principal into 72,595 shares of the Company’s common stock at a price of $0.0551.

On April 6, 2020 JP Carey assigned $35,000 of the note to Green Coast Capital International. The assignment carries the same conversion rights as the original note. During the six months ended June 30, 2020 Green Coast converted $24,245 of principal into 859,283 shares of common stock of the Company at an average price of $0.029 and the Company incurred $414 of interest on the assigned note. As of June 30, 2020 the assigned note had a principal balance of $10,755 and an interest balance of $414.

At June 30, 2020, the J.P. Carey note principal balance was $0 and accrued interest was $45,477.

The accrued interest has been accounted for as a derivative liability due to the variable conversion price.

Green Coast Capital International Securities Purchase Agreement and Convertible Note dated April 8, 2020

On April 8, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) whereby the Company agreed to sell to the holder convertible notes in amounts up to $150,000. The note holder shall be entitled to a pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The 20% pays out two times the initial investment and continues at 5% for a period of five years.

On April 8, 2020 the Company issued a 0% note to Green Coast under this SPA with a maturity date of October 8, 2020 and received $35,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the $0.02 as quoted on the exchange where the stock is traded. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period.

Upon certain default events the conversion price may change. Therefore the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $228,000, resulting in derivative expense of $193,000 and a discount against the note of $35,000 to be amortized into interest expense through the maturity date. During the six months ended June 30, 2020, the Company amortized $16,208 of the discount. As of June 30, 2020, and the note is carried at $16,208, net of an unamortized discount of $18,792.

The Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $736 of interest at the default rate of 24% for the period from May 29, 2020 to June 30, 2020. At June 30, 2020, the Green Coast note principal balance was $35,000 and accrued interest was $736.

JP Carey Securities Purchase Agreement and Convertible Note dated May 20, 2020

On May 20, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) whereby the Company agreed to sell to the holder convertible notes in amounts up to $60,000. The note holder shall be entitled to a pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The 20% pays out two times the initial investment and continues at 5% for a period of five years.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTE (CONTINUED)

On May 20, 2020 the Company issued a 0% note to JP Carey under this SPA with a maturity date of January 1, 2021 and received $60,000 in cash in three closings; $30,000 on April 9, 2020, $15,000 on May 13, 2020, and $15,000 on May 20,2020. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the $0.02 as quoted on the exchange where the stock is traded. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period.

Upon certain default events the conversion price may change. Therefore the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $233,000, resulting in derivative expense of $173,000 and a discount against the note of $60,000 to be amortized into interest expense through the maturity date. During the six months ended June 30, 2020, the Company amortized $11,114 of the discount. As of June 30, 2020, and the note is carried at $11,114, net of an unamortized discount of $48,886.

The Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $1,262 of interest at the default rate of 24% for the period from May 29, 2020 to June 30, 2020. At June 30, 2020, the JP Carey note principal balance was $60,000 and accrued interest was $1,262.

JP Carey Convertible Note dated June 11, 2020

On June 11, 2020, the issued a 0% note to JP Carey with a maturity date of January 15, 2021 and received $10,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the $0.01 as quoted on the exchange where the stock is traded. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period.

Upon certain default events the conversion price may change. Therefore the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $63,000, resulting in derivative expense of $53,000 and a discount against the note of $10,000 to be amortized into interest expense through the maturity date. During the six months ended June 30, 2020, the Company amortized $848 of the discount. As of June 30, 2020, and the note is carried at $848, net of an unamortized discount of $9,152.

At June 30, 2020, the JP Carey note principal balance was $10,000 and accrued interest was $0.

As discussed above, the Company determined that the conversion options embedded in certain convertible debt meet the definition of a derivative liability. During the six months end June 30, 2020, the Company estimate the fair value of the conversion options at the date of issuance, and at June 30, 2020, using Monte Carlo simulations and the following range of assumptions:

Volatility		167.83 – 355.11%
Risk Free Rate		0.14% - 0.24%
Expected Term		0.25 – 0.62

The following is a summary of activity related to the embedded conversion options derivative liabilities for the six months ended June 30, 2020.

Balance, December 31, 2019	$-
Initial derivative liabilities charged to operations	419,000
Initial derivative liabilities recorded as debt discount	105,000
Change in fair value expense (income)	(52,000)
Balance, June 30, 2020	$472,000

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

6. COMMITMENTS AND CONTINGENCIES

The following table summarizes the Company’s significant contractual obligations as of June 30, 2020:

Employment Agreements (1)	$400,000
Lawsuit Contingency (2)	$1,005,000

(1)

Employment agreements with related parties.

On April 3, 2019, the Company entered into employment agreements with three officers. Pursuant to the agreements, the Company shall pay officers an aggregate annual salary amount of $400,000. Upon a successful launch of the company’s Fan Pass mobile app or website, and the Company achieving various levels if subscribers, the officers will receive additional bonuses and salary increases.

(2)

Lawsuit Contingency.

Integrity Media, Inc. (“Integrity”) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Company’s answers. The court did not strike the answers but the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Company’s motion to vacate the default judgement whereby the previously entered default judgement was voided and a trial date of August 26, 2019 was set.

On September 19, 2019, the Company entered into a Settlement Agreement with Integrity Media settling the civil action known as Integrity Media, Inc. vs. Friendable, Inc. et al., Orange County Case No. 30-2016-00867956-CU-CO-CJC. Pursuant to the Settlement Agreement, the Company agreed to issue to Integrity 750,000 shares of its common stock in exchange for 275 of the Company’s preferred shares held by Integrity and the cash payment of $30,000 for costs. Robert Rositano, the Company’s CEO, has also personally guaranteed the Company’s compliance with the terms of the Settlement Agreement. The cash payment is to be made within 6 months of the date of the Settlement Agreement. As of the date of filing of this report the cash amount has not been paid and the preferred shares have not been returned. Additionally, Integrity will be entitled to additional shares if (i) the price of the Company’s common stock is below $1.34 at either the 120 day or 240 day reset dates set forth in the Company’s Debt Restructure Agreement as amended entered into with various debt holders on March 26, 2019 effective November 5, 2019. The Company has determined that a total of 4,275,000 additional shares would be issuable on the first “reset” date of March 4, 2020 based on a share price of $0.20 on that date and a total of 7,537,500 additional shares would be issuable on the second “reset” date of July 2, 2020 based on a shares price of $0.08 on that date for a total of 12,562,500 shares. Integrity will also be entitled to a “true-up” by issuance of additional common shares on the issuance date should the share price of the Company’s common stock on the issuance date be below $1. The true-up shares will adjust the value of the aggregate shares issued to be $750,000 on the date of issuance. As of June 30, 2020, no shares have been issued nor cash paid as the shares due are reflected as the $1,005,000 liability until the final July 2, 2020 reset date. As of June 30, 2020, the Company has a provision for settlement of lawsuit balance of $1,035,000 with $1,005,000 ($750,000 plus a premium of $255,000) recorded as a liability payable in common stock in accordance with ASC 480 and $30,000 as an accrued liability.

COVID-19 Disclosure

The coronavirus pandemic could adversely impact our operations, supply chains and distribution systems and demand for our products and services. The coronavirus pandemic could adversely impact our ability to raise capital.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

7. COMMON AND PREFERRED STOCK

Common Stock:

~~Issued during~~During the year ended December 31, 2019,

~~None.~~ the Company:

Issued ~~during 2018~~393,418 shares of common stock to two convertible note holders for partial conversion of an aggregate of $21,356 of the notes at the contractual conversion rates. 120,000 of the shares remained issuable as of December 31, 2019.

~~During the 12 months ended December 31, 2018, the Company issued 543,000,000~~Issued 534,000 shares of common stock to various subscribers of common stock under security purchase agreements at $0.25 per share for a total of $133,500. Certain of these agreements contained a provision whereby the founders of the Company were to issue to the subscribers (a) an aggregate of 47,000 shares of common stock from their personal holdings and (b) another amount of common shares (43,811) by converting their held Series A preferred shares as measured on the date one year from the closing of the offering. There is no accounting effect for these transfers. In addition, other agreements contained a provision whereby the Company would set aside 10% of future net revenue from a specific product and share ratably with the investors. The Company has reviewed ASC 470-10-25, “Sales of Future Revenues or Various other Measures of Income.” and determined that no debt provision is needed. The investors who received this benefit did not pay additional consideration compared to those who did not receive it. Therefore the additional feature is a detachable unit with $0 value. 477,000 shares remained issuable as of December 31, 2019. In March 2020, the Founder converted 3 Series A Preferred Shares to meet their personal commitment to transfer their common shares to the investors.

Issued 600,000 shares of common stock to a consultant in exchange for future services valued at $90,000 of which $30,000 remained in prepaid expense at December 31, 2019.

Issued 2,150,000 shares of common stock to settle a promissory note and accrued interest of $102,500 and recognized a loss on debt extinguishment of $435,000 based on the $537,500 value based on recent sales.

Issued 1,002,970 and had 2,018,746 issuable shares of common stock to related parties on conversion of 1,478 shares of Series A preferred stock.

Agreed to issue 5,902,589 shares as a preliminary settlement of approximately $6.3 million of convertible debt (See note 4)

During the six months ended June 30, 2020, the Company:

Issued 2,574,040 shares of common stock to two convertible note holders for ~~full and~~ partial conversion of an aggregate of $76,470 of the ~~notes.~~notes and accrued interest at an average price of $0.03.

~~Reverse Split~~Cancelled 2,000 shares of common stock valued at $500 previously issued to an investor under a securities purchase agreement and returned the $500 to the investor.

~~On August 27, 2019, the Company completed a~~Granted 884,667 shares of common stock ~~reverse stock split~~to consultants in exchange for services valued at ~~a ratio~~$117,608 based on the quoted trading price of ~~18,000 to 1. The reverse stock split has been retrospectively applied to all~~the Company’s common stock ~~weighted average~~on the grant dates. At June 30, 2020 206,667 shares remain issuable.

Recorded the obligation to issue 36,193,098 additional shares of common stock ~~and loss per~~based on the first reset date of March 4, 2020 in accordance with the debt restructuring agreement. (See note 4)

The two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock ~~disclosures.~~to transfer 43,811 of these shares to investors who were owed shares of common stock under a “founders match” provision in security purchase agreements. (see above)

Sold $1,750,000 shares of common stock in exchange for $35,000.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

7. COMMON AND PREFERRED STOCK (CONTINUED)

Preferred Stock:

Series A:

The Series A Preferred Stock was authorized in 2014 and is convertible into nine (9) times the number of common stock outstanding at time of conversion until the closing of a Qualified Financing (i.e. the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $2,500,000). The number of shares of common stock issued on conversion of Series A preferred stock is based on the ratio of the number of shares of Series A preferred stock converted to the total number of shares of preferred stock outstanding at the date of conversion multiplied by nine (9) times the number of common stock outstanding at the date of conversion.

~~Stock Subscriptions Received:~~ After the qualified financing the conversion shares issuable shall be the original issue price of the Series A preferred stock divided by $0.002. The holders of Series A Preferred stock are entitled to receive non-cumulative dividends when and if declared at a rate of 6% per year. On all matters presented to the stockholders for action the holders of Series A Preferred stock shall be entitled to cast votes equal to the number of shares the holder would be entitled to if the Series A Preferred stock were converted at the date of record.

During the ~~nine~~year ended December 31, 2019, 588 shares of Series A preferred stock were converted to common stock by two related parties who donated them to the Diocese of Monterey. In addition, 890 Series A shares were converted into 2,018,746 common shares by parties related to the two directors. The 2,018,746 common shares were issuable as of December 31, 2019 and were subsequently issued during the six months ended ~~September~~June 30, 2019, the Company sold a number of its common shares to be issued upon the completion of the reverse split of the Company’s stock as set forth in the Company’s filing on Form 14C as filed with the Commission on May 7, 2018. The total number of post-split shares to be issued is 994,000. As of September 30, 2019, the Company has not issued these shares. The share numbers set forth below represent the post-split number of shares to be issued by the Company.2020.

During the ~~nine~~six months ended ~~September~~June 30, 2020 two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock.

On June 3, 2020 the Company and Eclectic Artists LLC (“E Artists”) entered into a Partner Agreement and Stock Subscription Agreement, pursuant to which E Artists will engage musical artists and other talent to engage on the Company’s FanPass platform, providing live streaming events available through the FanPass mobile application for a term of 18 months. As compensation for bringing the artists to the FanPass platform, E Artists will receive 5% of net revenue attributable to the Fan Pass platform, initially for a period of 18 months. In addition, E Artists will receive Series A preferred stock such that when converted would be equal to 5% of the outstanding common stock. The number of Series A preferred shares was calculated at 118 shares valued at $135,617 based on the quoted trading price of the Company’s common stock of $0.0605 on the agreement date and 2,241,596 equivalent common shares. The Company recorded a prepaid expense of $135,617 and amortized $6,682 as sales and marketing expense as of June 30, 2020. Concurrent with the issuance of the Series A Shares to E Artists, Robert Rositano, Jr., the Company’s CEO and Dean Rositano, the Company’s president, will return an aggregate of 118 Series A Preferred shares to the Company’s treasury.

Series B:

On August 8, 2019 the Company ~~received $325,368~~filed a Designation of Series B convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series B Preferred Stock with a stated value of $1.00 per share. A holder of Series B Preferred Stock has the right to convert their Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. Initially, the conversion price for the Series B Preferred Stock is $.25 per share, subject to standard anti-dilution adjustments. Additionally, each share of Series B Preferred Stock shall be entitled to, as a dividend, a pro rata portion of an amount equal to 10% (Ten Percent) of the Net Revenues (“Net Revenues” being Gross Sales minus Cost of Goods Sold) derived from the subscriptions and other sales, but excluding and net of Vimeo fees, processing fees and up sells, generated by Fan Pass Inc., the wholly-owned subsidiary of the Corporation. The Series B Dividend shall be calculated and paid on a monthly basis in ~~proceeds related~~arrears starting on the day 30 days following the first day of the month following the initial issuance of the Series B Preferred and continuing for a period of 60 (Sixty) months. The holders of Series B Preferred stock shall have no voting rights. The holders of Series B Preferred stock shall not be entitled to receive any dividends other than noted above. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series B Preferred Stock shall be entitled to be paid the liquidation amount, as defined out of the assets of the Company available for distribution to its shareholders, after distributions to holders of the Series A Preferred Stock and before distributions to holders of Common Stock.

During the year ended December 31, 2019, the Company entered into Security Purchase Agreements ~~(SPA’s)~~with various investors for the purchase of 205,000 shares Series B convertible Preferred stock and received $205,000 in cash. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

(Unaudited)

7. COMMON AND PREFERRED STOCK (CONTINUED)

During the year ended December 31, 2019, The Company entered into a Security Purchase Agreements with a related party for the purchase of 79,000 shares Series B Preferred stock. The $79,000 was settled against accounts payable owed to the related party. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25.

Series C:

On November 25, 2019 the Company filed a Designation of Series C convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series C Preferred Stock with a stated value of $1.00 per share. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends with the Company’s common stock, par value 0.0001 per share (“Common Stock”) (the Series C Preferred Stock will convert into common stock immediately upon liquidation and be pari passu with the common stock in the event of litigation), and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company. The ~~SPA’s are~~Series C Preferred Stock does not have any voting rights. Each share of ~~two separate types.~~Series C Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value of $1.00 (the “Divided Rate”), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion and increase to 22% upon an event of default as defined. In the ~~first type~~event of ~~SPA,~~any default other than the Company’s failure to issue shares upon conversion, the stated price will be $1.50. In a default event where the Company fails to issue shares upon conversion, the stated price will $2.00. The holder shall have the right six months following the issuance date, to convert all or any part of the outstanding Series C Preferred Stock into shares of common stock of the Company. The conversion price shall equal the Variable Conversion Price. The “Variable Conversion Price” shall mean 71% multiplied by the market price, representing a discount rate of 29%. Market price means the average of the two lowest trading prices for the Company’s common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders ~~are~~of any Preferred Stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series C Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders. The Company will have the right, at the Company’s option, to redeem all or any portion of the shares of Series C Preferred Stock, exercisable on not more than three trading days prior written notice to the Holders, in full, in accordance with Section 6 of the designations at a premium of up to 35% for up to six months. Company’s ~~stock~~mandatory redemption: On the earlier to occur of (i) the date which is twenty-four (24) months following the Issuance Date and (ii) the occurrence of an Event of Default (the “Mandatory Redemption Date”), the Company ~~founders pledge to match~~shall redeem all of the shares ~~on a 1:1 basis from their personal shares. In~~of Series C Preferred Stock of the second type of SPA, investors will be issued common stock and revenue sharing rights, plus, depending on investments levels holders will be awarded app subscriptions, merchandise, backstage passes to celebrity events, and travel expenses. As of September 30, 2019, no sharesHolders (which have not been previously redeemed or ~~awards have been issued in relation to these SPA’s.~~converted).

During the year ended December 31, 2019, 149,300 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.91 per share for a total of $136,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at December 31, 2019. Furthermore, because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $55,549 recorded and charged to interest expense. The total amount is reflected at $191,549 at December 31, 2019.

As of June 30, 2020, the Company has revalued the shares and premiums at the stated value of $1.50 per share in accordance with the events discussed below. On May 29, 2020 the Company defaulted on the shares by being late with the filing of the Form 10-K, thereby increasing the dividend rate to 22% and the stated value to $1.50 per share. During the three months ended March 31, 2020, 38,000 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.87 per share for a total of $33,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at June 30, 2020.

Because Series C preferred shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a total premium of $114,755 recorded as of June 30, 2020. In addition, the Company recorded a cumulative dividend payable of $11,885 to the mandatorily redeemable Series C convertible preferred stock liability with this amount being recorded as interest expense since the Series C liability must be reflected at redemption value. Together with the 2019 issuances and adjustments, the total amount is reflected at $407,590 at June 30, 2020.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

8. SHARE PURCHASE WARRANTS

~~Balance of share purchase warrants~~Activity in 2020 and 2019 is as ~~of September 30, 2019 and year ended December 31, 2018 are:~~ follows:

Weighted Average Exercise Price $

Weighted Average Remaining Life

5.9. STOCK-BASED COMPENSATION

On November 22, 2011, the Board of Directors of the Company approved a stock option plan (“2011 Stock Option Plan”), the purpose of which is to enhance the Company’s stockholder value and financial performance by attracting, retaining and motivating the Company’s officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company’s success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 4,974 shares of common stock of the Company.

The Board of Directors and the stockholders holding a majority of the voting power approved a 2014 Equity Incentive Plan (the “2014 Plan”) on February 28, 2014, with a to be determined effective date. The date never became effective. The purpose of the 2014 Plan is to assist the Company and its affiliates in attracting, retaining and providing incentives to employees, directors, consultants and independent contractors who serve the Company and its affiliates by offering them the opportunity to acquire or increase their proprietary interest in the Company and to promote the identification of their interests with those of the stockholders of the Company. The 2014 Plan will also be used to make grants to further reward and incentivize current employees and others.

There are ~~120,679~~7 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Company’s shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four-year period with 25% being vested after the end of one (1) year of service and the remainder vesting equally over a 36-month period. The Board may award options that may vest based upon the achievement of certain performance milestones. As of ~~September~~June 30, ~~2019,~~2020, no options have been awarded under the 2014 Plan. Effective August 27, 2019, the Company effected a reverse split of the common stock of 1 for 18,000 ~~to 1~~ (Note 3)1) which eliminated all the options which were previously outstanding.

~~The following table summarizes the Company’s significant contractual obligations as of September 30, 2019:~~

		$

~~Employment Agreements (1)~~		~~100,000~~

~~(1) Employment agreements with related parties.~~

~~7. RELATED PARTY TRANSACTIONS AND BALANCES~~

During the nine months ended September 30, 2019, the Company incurred $344,400 (2018: $344,400) in salaries to officers and directors with such costs being recorded as general and administrative expenses.

During the nine months ended September 30, 2019, the Company incurred $18,068, $155,500, and $45,000 (2018: $420,425, $0, and $45,000) in app hosting, app development and rent to a company with two officers and directors in common with such costs being recorded as app hosting, product development and general and administrative expenses.

As of September 30, 2019, the Company had a stock subscription receivable totaling $4,500 (December 31, 2018: $4,500) from an officer and director and from a company with an officer and director in common.

As of September 30, 2019, accounts payable includes $65,717 (December 31, 2018: $721,099) payable to a company with two officers and directors in common, and $683,831 (December 31, 2018: $798,580) payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand.

During the nine months ended September 30, 2019, three officers forgave debt totaling $400,000 and a company controlled by two officers of the Company forgave debt totaling $600,000. The debt forgiveness was considered a capital transaction and therefore $1,000,000 was recorded as an increase in additional paid-in capital as of September 30, 2019.

~~The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties.~~

8.10. FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020 and 2019

10. FAIR VALUE MEASUREMENTS (CONTINUED)

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, cash is based on Level 1 inputs. The Company believes that the recorded values of accounts receivable and accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Company’s convertible debentures and promissory note approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments.

As of ~~September~~June 30, ~~2019,~~2020 there ~~were no assets or liabilities~~was a derivative measured at fair value on a recurring basis (see note 4) presented on the Company’s ~~consolidated~~ balance sheet, ~~other than cash.~~ as follows:

~~9. CONVERTIBLE DEBENTURES~~

~~Current Convertible Debentures:~~

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

~~9. CONVERTIBLE DEBENTURES (CONTINUED)~~

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 - 465,000 7 % 7-Apr-18
d ) 7-Nov-16 295,000 - 295,000 7 % 7-May-18
d ) 12-Dec-16 295,000 - 295,000 7 % 12-Jun-18
d ) 18-Jan-17 295,000 - 295,000 7 % 7-Apr-18
b ) 7-Apr-17 25,000 - 25,000 8 % 7-Apr-18
b ) 3-May-17 27,000 - 27,000 8 % 3-May-18
c ) 5-May-17 30,000 - 30,000 8 % 5-May-18
b ) 2-Jun-17 27,000 - 27,000 8 % 2-Jun-18
s) d ) 21-Jul-17 790,965 - 790,965 10 % 21-Jul-18
s) d ) 14-Aug-18 30,000 - 30,000 10 % 31-Dec-18
s) d ) 21-Jul-17 24,000 - 24,000 10 % 21-Jul-18

6,299,407 - 6,299,407

~~The conversion price per share equal to the lower of:~~

~~100% of the average price of the Company’s common stock for the 5 trading days preceding the conversion date;~~

~~ii.~~

~~70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date.~~

The conversion price is equal to 50% of the lowest closing bid price of the Company’s common stock for the 15-20 trading days preceding the conversion date subject to a maximum conversion price ranging from $0.0005-$0.05.

~~The conversion price equal to 50% of the lowest closing bid price of the Company’s common stock in the 20-25 trading days prior to the conversion.~~

~~The conversion price is fixed ranging from $0.0003 - $0.0078.~~

~~Convertible debenture is secured.~~

~~9. CONVERTIBLE DEBENTURES (CONTINUED)~~

~~At September 30, 2019, convertible debentures with the principal amount of $6,299,407 are subject to a General Security Agreement covering substantially all of the Company’s assets.~~

The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at September 30, 2019 the conversion features and non-standard anti-dilution provisions would not meet derivative classification.

~~Convertible debentures with maturity dates prior to September 30, 2019 are now due on demand.~~

~~10. PROMISSORY NOTE~~

On December 14, 2018, the Company issued a promissory note for proceeds of $100,000 at 12% interest per annum. The maturity date of the note is December 14, 2019. The note includes a conversion feature that entitles the holder to receive 1.63% equity ownership of Friendable, Inc. and 18.2% equity ownership of Fan Pass, Inc. upon conversion. During the nine months ended September 30, 2019, the Company incurred $9,535 in interest expense in connection with the promissory note.

Liabilities at Fair Value
June 30, 2020
	Level 1	Level 2	Level 3	Total
Reset provision derivative liability			5,313,000	5,313,000
Embedded conversion of options derivative liabilities			472,000	472,000
Total			5,785,000	5,785,000

11. ~~DEBT RESTRUCTURE AGREEMENT~~

On March 26, 2019, the Company entered into a Debt Restructuring Agreement with related parties Robert A. Rositano Jr., Dean Rositano, Frank Garcia, and Checkmate Mobile, Inc. and Alpha Capital Anstalt, Coventry Enterprises, LLC, Palladium Capital Advisors, LLC, EMA Financial, LLC, Michael Finkelstein, and Barbara R. Mittman, each being a debt holder of the Company.

The debt holders have agreed to convert their debt into certain amounts of common stock as set forth in the Agreement upon the Company meeting certain milestones including but not limited to: the Company effecting a reverse stock split and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; Checkmate Mobile, Inc. and Company officers forgiving an aggregate of $1,000,000 in amounts owed to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $0.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement.

Integrity Media, Inc. (“Integrity”) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Company’s answers. The court did not strike the answers but the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Company’s motion to vacate the default judgement whereby the previously entered default judgement has now been voided and a trial date of August 26, 2019 was set.

~~12. CONTINGENCY (CONTINUED)~~

~~Robert Rositano, the Company’s CEO, has also personally guaranteed the Company’s compliance with the terms of the Settlement Agreement.~~

~~13.~~ SUBSEQUENT EVENTS

Subsequent to ~~September~~June 30, ~~2019,~~2020, the Company ~~issued 2,000,000~~recorded the obligation to issue 63,275,243 additional shares of common stock based on the second reset date of July 2, 2020 in accordance with the debt restructuring agreement. (See note 4)

Subsequent to June 30, 2020, the Company granted 4,150,000 shares of common stock to various performing artists, their agents and certain industry related partners, valued at $440,930 based on the closing market price at the time of issuance. The shares were granted as follows: 500,000 shares on July 1, 2020, 200,000 shares on July 15, 2020, and 3,450,000 shares on July 21, 2020. As of the date of this report, 900,000 of these shares remain issuable. The grants were in accordance with Fan Pass Channel Development, exclusive content acquisition, marketing deliverables and Live Performance commitments to the Fan Pass platform, all covered in the Company's "Artist Agreements" and signed by and between the Company and the artists/agents. The agreements also provide for additional performance based compensation in the form of revenue sharing with each the artist, in the form separately ticketed event revenue, subscription fees/revenue, and a ~~consultant in exchange for investor relations services.~~percentage of merchandise sales, sold by the Fan Pass merchandise store, related to each artist or their likeness. The artists are entitled to 100% of live event ticketing revenue less direct costs incurred by the Company. The artists will also receive 40% of the net subscriber revenue generated by tracking and reporting on all content views, within an "Artist Channel" or directly tied to the artist specific content only, displayed and offered on the Fan Pass platform, mobile app or desktop. In addition, channel artists typically receive 45% of net merchandise sales generated through and on the Fan Pass platform but percentage of merchandise split may vary based on the number of fans, social followers or overall status of certain artists or performers. The subscription and merchandise arrangements will continue past the live performance dates as long the artist/performer has an active channel on the app.

~~Subsequent to September 30, 2019,~~On July 17, 2020, the Company issued ~~33,418~~483,488 shares of common stock ~~in connection with~~to the holder of the Preferred C stock on conversion of ~~convertible notes in~~13,500 shares of Preferred C stock at a price per common share of $0.043 and a debt total of $20,790. The conversion price was determined based on the ~~amount~~default stated value of ~~$8,355.~~$1.50 plus accrued dividends and a discount to market price of 29%.

~~Subsequent to September 30, 2019,~~On July 23, 2020, the Company issued ~~120,000~~433,803 shares of common stock ~~in connection with~~to the holder of the Preferred C stock on conversion of ~~convertible notes in~~12,000 shares of Preferred C stock at a price per common share of $0.0426 and a debt total of $18,480. The conversion price was determined based on the ~~amount~~default stated value of ~~$1,920.~~$1.50 plus accrued dividends and a discount to market price of 29%.

On July 30, 2020, the Company issued 700,000 shares of common stock to the holder of the Preferred C stock on conversion of 12,000 shares of Preferred C stock at a price per common share of $0.0264 and a debt total of $18,480. The conversion price was determined based on the default stated value of $1.50 plus accrued dividends and a discount to market price of 29%.

~~ITEM~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

~~We were~~Friendable, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada on June 5, 2007. Effective June 15, 2011, we completed a merger with our subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in our name to “Titan Iron Ore Corp.”Nevada.

As of December 31, 2013, Titan Iron Ore Corp. was a mineral exploration company. Due to our inability to raise capital to further develop mining claims and pursue mineral exploration, we decided to exit the mining business and look for other opportunities.

On February 3, 2014, we completed a merger with iHookup Social, Inc., a Delaware corporation (“iHookup”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated January 31, 2014. Pursuant to the Merger Agreement, we incorporated a new subsidiary called iHookup Operations Corp, a Delaware corporation, which merged with and into iHookup, causing the subsidiary’s separate existence to cease and iHookup to become a wholly-owned subsidiary of the Company. iHookup’s stockholders exchanged all of their twelve million (12,000,000) shares of outstanding common stock for fifty million (50,000,000) shares of the Company’s newly designated Series A Preferred Stock. Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders. The holders of preferred stock are entitled to cast votes equal to the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible. The total aggregate issued shares of Series A Preferred Stock at any given time regardless of their number shall be convertible into the number of shares of common stock which equals nine (9) times the total number of shares of common stock which are issued and outstanding at the time of any conversion, at the option of the preferred holders or until the closing of a Qualified Financing (i.e. the sale and issuance of our equity securities that results in gross proceeds in excess of $2,500,000) at one time or in the same round. As a result of the transaction, the former Friendable stockholders received a controlling interest in the Company due to the voting rights of the Series A Preferred Stock being connected to their super-majority conversion rights.

On April 29, 2014, FINRA approved a 20 for 1 reverse stock split whereby 937,459,274 shares of the Company’s common stock then issued and outstanding, were exchanged for 46,872,964 shares of the Company’s common stock.

On March 19, 2015, FINRA approved a 100 for 1 reverse stock split whereby 2,355,489,991, shares of the Company’s common stock then issued and outstanding, were exchanged for 23,554,923 shares of the Company’s common stock.

On October 26, 2015, the Company issued a press release announcing that FINRA had approved a change to our trading symbol for our common stock which is quoted on the OTC Pink marketplace. Effective October 27, 2015 our trading symbol was changed from “HKUP” to “FDBL”. This change was made in conjunction with the Company’s filing of a Certificate of Amendment on September 28, 2015 to its Articles of Incorporation changing the name of the Company from “iHookup Social, Inc.” to “Friendable, Inc.” The company had previously announced a re-branding our app from "iHookup Social" to "Friendable". As a result, the Company desired to change its name to match the rebranding so as to be more specific to the Company’s core values and its products/services, creating a more recognizable brand that creates less confusion.

On May 31, 2017, the Company filed an Amendment to its Articles of Incorporation increasing the authorized common stock from 10,000,000,000 to 15,000,000,000 shares. On June 28, 2017, the Company incorporated a subsidiary, Fan Pass, Inc., a Nevada corporation, which was incorporated to undertake the development of the mobile application “The Fan Pass App”.

On August 27, 2019, FINRA approved a 18,000 for 1 reverse stock split whereby 5,553,310,369, shares of the Company’s common stock then issued and outstanding, were exchanged for 314,726 shares of the Company’s common stock.

~~About~~ Friendable, Inc.

~~Friendable, Inc.~~ is a ~~mobile focused~~mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded ~~applications:~~

~~The Friendable and Fan Pass Mobile Applications.~~

applications. The Company initially released its flagship product Friendable, as a social application where users can create one-on-one or group-style meetups. In 2019 the Company ~~released~~has moved the Friendable app closer to a traditional dating application with its ~~new version of Friendable with a~~ focus on ~~dating and~~ building ~~subscription based~~ revenue, ~~starting~~as well as reintroducing the brand as a non-threatening, all-inclusive place where “Everything starts with ~~its existing and historical database of approximately 900,000 registered users.~~Friendship”…meet, chat & date.

On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass Inc.

Fan Pass is the Company’s ~~newest~~most recent or second app/brand, ~~and wholly owned subsidiary,~~ scheduled for release in ~~2019.~~2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their ~~smart phone~~smartphone or other connected devices. Fan Pass allows an ~~artist fan base~~artist’s fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable and Fan Pass as premier brands and mobile platforms that are dedicated to connecting and engaging users from anywhere around the World.

~~Mobile Applications~~On August 27, 2019, a 1 for 18,000 reverse stock split of our common stock became effective. All share and per share information in the accompanying unaudited consolidated financial statements and footnotes and throughout this form 10-Q has been retroactively adjusted for the effects of the reverse split for all periods presented.

~~Introduction~~Who We Are

About Friendable, Inc.

Friendable, Inc. is a mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications:

The Company initially released its flagship product Friendable, ~~Mobile Application:~~

~~Friendable’s platform is a location-based social platform which creates a “Subscription” based opportunity and location-based advertising for Brands and Businesses. Friendable is marketed~~ as a ~~friendly non-threatening environment for everyone with a "friends-first" approach to making new connections and~~social application where ~~everything starts with friendship. The company plans to continue upgrading its application & acquire new registered~~ users ~~and subscribers to increase revenue, engagement and overall # of monthly active users (MAU).~~

can create one-on-one or group-style meetups. In ~~January~~ 2019 the Company ~~released~~has moved the Friendable app closer to a ~~brand new ground up version of the friendable~~traditional dating application ~~which is to~~with its focus on ~~generating subscription based revenue. Based on several factors which included~~building revenue, as well as reintroducing the reliance on outdated software and ongoing neggiations to reduce the company’s debt, the Company purged all legacy users. In doing so, the Company will rely upon aqcuiring new users and marketing to the prior legacy database in an attempt to convert them into active, paying subscribers.brand as a non-threatening, all-inclusive place where "Everything starts with Friendship"…meet, chat & date.

Fan Pass is the Company's most recent or second app/brand, scheduled for release in 2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smartphone or other connected devices. Fan Pass allows an artist's fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish both Friendable ~~application has undergone several versions over~~and Fan Pass as premier brands and mobile platforms that are dedicated to connecting and engaging users from anywhere around the ~~past 5 years and has historically accomplished the following:~~World.

-
Friendable, Inc. was founded by Robert A. Rositano Jr. and Dean Rositano, two brothers with over 27 years of working together on technology-related ventures.

~~Exceeded 1,500,000 total downloads~~

-
Highlights

~~Exceeded 900,000 historical registered users~~

~~Worldwide App store rankings & Celebrity Marketing Integration~~

~~Ranked in the top 400 social networking apps in over 80 countries around the world~~

~~Ranked in the top 1000 social networking apps in 147 countries around the world.~~

~~Reached #4 Social Networking apps in France~~

~~Reached 34 in top grossing apps in US~~

~~Achieved #1 position for all Social Networking apps in Australia, Aug 2016~~

~~Partnered~~Friendable has partnered with ~~“TKA” The KlugerAgency (responsible for “Plenty of Fish” roll out with “LADY GA GA” & “Tinder” user acquisition with “HILLARY DUFF”~~

~~Integrated in~~ notable artists ~~videos~~ like Jennifer Lopez, Fifth Harmony, Fetty Wap, Meghan Trainor, Red Foo and Austin Mahone and has generated over 1.5 Million historical downloads, approximately 900k registered users and most recently released a new upgraded “Friendable” mobile app in January 2019.

Celebrity Relationships have led the Company in the direction of “Live Streaming Video” and a soon to be released Mobile Application by the name of “Fan Pass”, designed to connect fans to the “Backstage or VIP Experience” of their favorite artists

Fan Pass Market Opportunity

Executive Leadership

Our two founders are a team of Entrepreneurs who have over 25 years of tech related startup experience, recruiting talent, building teams and turning ideas into big business opportunities, as well as exits for investors. Together raising over $40M in capital, spanning various companies, with a history dating back to the first ever Internet IPO (Netcom Online Communications - 1993), as well as the development of the first ever World Wide Web Directory (sold to McMillan Publishing 1995) and even deploying a first mover social network by the name of nettaxi.com – 1998 - 2002, which was prior to Facebook and resulted in a top 10 most trafficked web site in the World, with a market cap of approximately $700M upon exiting the public company. Relationships developed over the years include such companies as Apple, eBay and AT&T, as well as joint ventures with Music Industry Giants, including Nocturne Productions, Herbie Herbert (Manager of the Band Journey) and Music.com; an early adopter offering digital music downloads.

Robert A Rositano Jr.

Chief Executive Officer

Mr. Rositano, Jr. is a serial entrepreneur with 25+ years of experience in technology and bringing more than $60M in liquidity events for the companies he has hatched or managed. Prior to starting the Company, Mr. Rositano began as the 3rd employee and member of the Internet’s first IPO in 1993, Netcom Online Communications, Inc., which was sold to ICG Communications and later sold to EarthLink in 1997. Mr. Rositano has co-founded a number of successful ventures following his experience with new technologies, trends and markets. Some of which included Simply Internet, Inc., Nettaxi.com, America’s Biggest, Inc., Zippi Networks, Inc (an eBay partner), CheckMate Mobile, Inc. and AppBuilder 360, a mobile app developer. He was also an author the first Web Directory to ever be published, later selling the rights to Macmillan Publishing. His most recent venture, Friendable, Inc. has resulted in a growing business opportunity in the ever-popular mobile technology space.

~~January 2019 – Release of our completely re-done new version of the Friendable mobile application aimed at subscription based revenue.~~

Dean Rositano

President & Chief Technology Officer

Dean is the President and Chief Technology Officer of Friendable, Inc. and is responsible for the day to day operations and guiding of the technical direction of the company. With over 20 years of experience in executive management, Internet architecture and high technology operations, Mr. Rositano has successfully assisted in raising funds in both private and public transactions. Prior to Friendable, Inc., Mr. Rositano co- founded Checkmate Mobile, Inc, Latitude Venture Partners, LLC, Zippi Networks, Inc, America’s Biggest, Inc, and most notably, was the co-founder and president and CTO of Silicon Valley based Nettaxi.com, which went public in 1998 when it quickly reached a valuation of over $600M. With over 3M unique visitors daily and a top 5 worldwide, website rank. As President and CTO, Mr. Rositano was responsible for designing, architecting, and scaling the Nettaxi server infrastructure from 0 to over 10 million visitors per day.

Frank Garcia

Chief Financial Officer

Mr. Garcia has an extensive background in public accounting and finance, with his most recent role serving as Chief Financial Officer Titan Iron Corp. (OTCQB: TFER). From 1997 to 2006, he was employed in senior management positions by UK based Misys PLC, a global software and solutions company serving customers in international banking and securities, international healthcare, and retail financial services. Prior to 1997 Mr. Garcia held executive positions with CEMEX, a world leader in the construction materials industry. Mr. Garcia received his Bachelor of Science –Business Administration—Major in Accounting from the University of Arizona in 1981.

~~Historically, Friendable’s apps have been downloaded total over 1.5 million times across iOS~~Employees and ~~Android.~~Key Consultants

~~Management believes~~The Company has three full time employees and a variety of partners that ~~its Friendable application is~~serve in ~~need of additional feature set upgrades, expansion and intelligent technology integration to stay competitive in~~various consulting capacities based on the Social Networking / Dating category and will continue on this path while developing and launching Fan Pass. Management believes that the cross promotion of Fan Pass users to the Friendable application will allow us to acquire Friendable subscribers at much lower cost than if acquiring users through its own marketing directives.Company’s specific needs.

Available information

Our website address is www.friendable.com. We do not intend our website address to be an active link or to otherwise incorporate by reference the contents of the website into this Report. The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

1824

~~The Fan Pass Live Application(Development Stage)~~

~~In 2019, the Company partnered with Vimeo, Inc to develop and release its~~ ~~Fan Pass mobile application for commercial release on its Vimeo OTT / Livestream platform for iPhone, Android, Apple TV, Android TV, and Roku.~~

●

~~Backstage access~~ ~~before, during or after an event~~

●

~~Sound Check~~ ~~– Recording studio sessions~~

●

~~Behind-the-scenes~~ ~~looks on music video, film, or photo-shoot sets – Green Room~~

●

~~FREE Content~~ ~~– Social Influencer video (shot front facing)~~

●

~~On-set~~ ~~makeup or wardrobe trailers~~

●

~~Special interviews~~ & ~~one-on-one videos~~

●

~~Looks into the~~ ~~behind-the-scenes~~ ~~lives of the celebrity’s~~

~~And more exclusive~~ ~~VIP~~ ~~content!~~

In addition, fans will be able to subscribe and view all livestream and on-demand archived videos; or subscribe to an individual broadcast instead. 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.

~~Fan Pass~~ ~~believe's in~~ ~~connecting fans globally..to an~~ ~~exclusive backstage experience, right from their~~ ~~smartphone~~!

~~Marketing~~

~~Marketing initiatives will combine celebrity driven outreach to social media followers and fans, specialized content, digital marketing, and live event marketing to optimize market reach:~~

~~Celebrity Marketing~~

~~Celebrity partners will utilize the following channels to market Fan Pass:~~

●

~~Their own Social media~~

●

~~Label and/or Management Social Media~~

●

~~Live events~~

●

~~Existing fan marketing~~

~~Event Marketing~~

~~The Fan Pass marketing / business development team will market the application at:~~

●

~~Live events – Concerts, Festivals, Private Events, Promotional Events~~

~~In addition, Fan Pass video and photography crews will take pictures and videos at events for public relations and social media.~~

~~Digital Marketing~~

~~Fan Pass will utilize digital marketing avenues such as:~~

●

~~Celebrity direct-to-fan~~

●

~~Digital ad campaigns on social media, search, and email~~

~~Digital marketing initiatives will utilize celebrity content and user generated content for maximum market reach.~~

The creation of a business development team that will curate the Company’s internal and external growth goals, and traditional forms of advertising such as television and radio are also key avenues. The goal of using these channels is to create a platform for the long-term success and brand awareness, a matrix of the Company’s planned marketing channels is listed below:

~~Revenue~~

~~The Friendable application revenue is derived from premium subscriptions within the application. Additional revenue may come from advertising and virtual currency.~~

~~The Company believes the Fan Pass application will generate revenue utilizing various avenues of pursuit:~~

■

~~Fan Pass Subscriptions - Initial pricing model example:~~

~~$2.99 per month – all access VIP~~

~~$12.99 single PPV event.~~

■

~~Brand sponsorship and/or monthly branded campaigns~~

■

~~Social media influencers and promotion~~

■

~~Content creation and development~~

■

~~Pre-Roll Video Advertising revenue from both live and archived videos~~

■

~~E-Commerce Merchandise Sales - including t-shirts, hats, and more~~

~~Market Opportunity~~

~~Market Overview: Fan Pass~~

As our digital age continues to evolve, today we see the creation of a new type of end-user: the ever-present “Omni-user” with an overwhelming appetite for content. These people are an emerging class of knowledgeable users that demand constant access to content, people and celebrities they follow, from work to play or from home, anywhere in the world. ~~Fan Pass~~ ~~was created to satisfy the needs of these omni-users. It is only in the last five years that technology and social media have evolved to a point that allows~~ ~~Fan Pass~~ ~~to become a disruptive opportunity.~~

~~Consider these facts;~~ Less than a dozen years ago the first mobile phone was invented. Only five years ago, mobile devices started to become less annoying and more useful. It has taken these last five years for processors to become fast, displays to become large and clear, storage to become easily available, and cellular and Wi-Fi networks to be “Omni-present” making mobile devices a useful and always present, necessity in life. At the same time, social media networks have had time to grow strong, reliable and also “Omni-present” thus allowing celebrities and influencers to build vast armies of Fans or “Social Followers”.

Results of Operations

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2020	2019	2020	2019

REVENUES	$92,891	$856	$211,279	$1,861

OPERATING EXPENSES:
App hosting	12,000	767	21,000	15,767
Commissions	309	257	434	558
General and administrative	218,848	215,965	381,057	412,507
Product development	202,515	25,000	354,312	55,588
Investor relations	13,340	942	136,606	2,727
Sales and Marketing	52,254	16,983	52,254	21,409

Total operating expenses	499,266	259,914	945,663	508,556

LOSS FROM OPERATIONS	(406,375)	(259,058)	(734,384)	(506,695)

OTHER INCOME (EXPENSE):
Accretion and interest expense	(203,818)	(131,905)	(228,287)	(264,557)
Gain on foreign exchange	2,580	22,254	2,580	22,254
Loss on derivative	(419,000)	-	(419,000)	-
Loss on Settlement of Derivative	-	-	(898,138)	-
Loss on change in fair value of derivative	293,000	-	(4,000)	-

Total other expense, net	(327,238)	(109,651)	(1,546,845)	(242,303)

NET LOSS	$(733,613)	$(368,709)	$(2,281,229)	$(748,998)

For the three months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018~~2019

~~Revenue~~Revenues

The Company had ~~revenue~~revenues of $~~118,801~~$92,981 and $~~1,227~~ ~~during~~$856 for the three months ended ~~September~~June 30, 2020 and 2019 ~~and 2018, respectively, an increase of $117,574.~~respectively. The increase ~~in revenue~~ was due to receiving a contract to develop ~~an app for~~ a ~~third party.~~third-party app.

Operating Expenses

The Company had operating expenses of $~~508,119~~499,266 and $~~806,707~~259,914 ~~during~~for the three months ended ~~September~~June 30, 2020 and 2019 ~~and 2018, respectively, a decrease of 37%.~~respectively. The ~~decrease~~increase in operating expenses was due primarily to ~~lower accretion~~additional product development, investor relations and ~~interest~~sales and marketing expenses as the Company prepares to launch the Fan Pass app.

Other Income and Expense

The Company had other expense of $327,238and $109,651for the three months ended June 30, 2020 and 2019 respectively. The increase in other expense was due primarily to initial derivative expense, offset by a gain on ~~convertible notes~~ change in fair value of derivative.

Net Loss

The Company had net losses of $733,613and ~~lower app hosting~~$368,709for the three months ended June 30, 2020 and 2019 respectively. The increase in net loss was due primarily to the increased operating expenses and increased losses related to the derivative, offset by higher ~~Fan Pass development and marketing costs.~~revenues.

For the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018~~2019

~~Revenue~~Revenues

The Company had ~~revenue~~revenues of $~~120,662~~$211,279 and $~~5,709~~ ~~during~~$1,861 for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018, respectively, an increase of $114,953.~~respectively. The increase ~~in revenue~~ was due to receiving a contract to develop ~~an app for~~ a ~~third party.~~third-party app.

Operating Expenses

The Company had operating expenses of $~~1,258,978~~945,663 and $~~2,897,038~~508,556 ~~during~~for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018, respectively, a decrease of 57%.~~respectively. The ~~decrease~~increase in operating expenses was due primarily to ~~lower accretion~~additional product development, investor relations and ~~interest~~sales and marketing expenses as the Company prepares to launch the Fan Pass app.

Other Income and Expense

The Company had other expense of $1,546,845and $242,303for the six months ended June 30, 2020 and 2019 respectively. The increase in other expense was due primarily due to initial derivative expense and loss on ~~convertible notes~~ settlement of derivative.

Net Loss

The Company had net losses of $2,281,229and ~~lower app hosting~~$748,998for the six months ended June 30, 2020 and 2019 respectively. The increase in net loss was due primarily to the increased operating expenses and increased losses related to the derivative, offset by higher ~~Fan Pass development and marketing costs.~~revenues.

Liquidity and Capital Resources

Working Capital

	September 30, 2019	December 31, 2018	June 30, 2020	December 31, 2019
	(unaudited)	(audited)	(unaudited)
Current Assets	$79	$25,646	$136,458	$71,500
Current Liabilities	10,830,924	10,263,543	9,604,659	16,041,805
Working Capital (Deficiency)	$(10,830,845)	$(10,237,897)	$(9,468,201)	$(15,970,305)

Current assets for the ~~nine months~~quarter ended ~~September~~June 30, 2020 increased compared to December 31, 2019 primarily due to higher prepaid expenses offset by payment of a related party receivable in 2020.

Current liabilities for the quarter ended June 30, 2020 decreased compared to December 31, ~~2018~~2019 primarily due to ~~less cash~~the decrease in the derivative liability resulting from the reset provision shares that became issuable on ~~hand.~~March 4, 2020.

~~Current liabilities for the nine months ended September 30, 2019 increased compared to December 31, 2018 primarily due to~~ ~~accruing for a settlement offset by forgiveness of debt by related parties.~~

Cash Flows

	Nine months	Nine months	Six months
	Ended		Ended	Ended
	September 30, 2019	September 30, 2018	June 30, 2020	June 30, 2019
Net Cash Used in Operating Activities	$(350,935)	$(307,542)	$(176,554)	$(276,014)
Net Cash Used in Investing Activities	-	-
Net Cash Provided by Financing Activities	325,368	310,965	172,500	250,368
Net Increase (Decrease) in Cash	$(25,567)	3,423	(4,054)	(25,646)

Net Cash Used in Operating Activities

Our cash used in operating activities was $~~350,935~~176,554 for the ~~nine~~six month period ended ~~September~~June 30, ~~2019~~2020 compared to $~~307,542~~276,014 for the ~~nine~~six month period ended ~~September~~June 30, ~~2018. The increase in~~2019. Net loss was $2,281,229 and $748,998 for the six month periods ending June 30, 2020 and 2019 respectively. In 2020, adjustments to reconcile the net loss to net cash used isincluded common stock issued for services of $117,608, amortization of prepaid common stock of $6,682, loss on settlement of derivative of $898,137, premium on stock settled debt of $171,156, and loss on initial derivative of $419,000. In 2019, adjustments to reconcile the net loss to net cash used included interest on convertible debentures and promissory note of $264,557. In 2020, changes in operating assets and liabilities included due ~~to higher cash paid to vendors.~~from related party of $30,083, prepaid expenses of $30,000, accounts payable – related party of $130,762, and accounts payable and accrued expenses of $257,352. In 2019, changes in operating assets and liabilities included accounts payable and accrued expenses of $208,690.

Net Cash Provided by Financing Activities

Our cash provided by financing activities of ~~$325,368~~$172,500 for the ~~nine~~six month period ended ~~September~~June 30, ~~2019 consisted~~2020 included the issuance of Series C preferred stock ~~subscriptions received.~~sold for cash of $33,000, proceeds from the issuance of convertible notes of $105,000, and common stock sold for cash of $35,000. Our cash provided by financing activities of ~~$310,965~~$250,368 for the ~~nine~~six month period ended ~~September~~June 30, ~~2018~~2019 consisted of the issuance of ~~convertible debentures.~~common stock sold for cash.

The Company derives the majority of its financing by issuing convertible notes or stock to investors. The investors have the right to convert the notes and certain preferred stock into common shares of the Company after the requisite Rule 144 waiting period. The notes generally call for the shares to be issued at a deep discount to the market price at the time of conversion.

Series C Preferred Stock Purchase Agreement

During the six months ended June 30, 2020, 38,000 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements at a price of approximately $0.87 per share for a total of $33,000. Due to the mandatory redemption feature, these shares are reflected as a current liability at June 30, 2020. Because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium of $15,521 recorded and charged to interest expense. In addition, the Company recorded a cumulative dividend payable of $3,682 to the mandatorily redeemable Series C convertible preferred stock liability with this amount being recorded as interest expense since the Series C liability must be reflected at redemption value.

Green Coast Capital International Securities Purchase Agreement and Convertible Note dated April 8, 2020

Upon certain default events the conversion price may change. Therefore the embedded conversion option is bifurcated and treated as a derivative liability.

2227

JP Carey Securities Purchase ~~Agreements~~

During the nine months ended September 30, 2019, the Company received $325,368 in proceeds related to Security Purchase Agreements (SPA’s) for the purchase of common stock in the Company. In one type of SPA, the holders are entitled to shares of the Company’s stockAgreement and Company founders pledge to match the shares on a 1:1 basis from their personal shares. In a second type of SPA, investors will be issued common stock and revenue sharing rights, plus, depending on investments levels holders will be awarded app subscriptions, merchandise, backstage passes to celebrity events, and travel expenses. As of September 30, 2019, no shares or awards have been issued in relation to these SPA’s.

~~Debt Restructure Agreement~~

On March 26, 2019 three officers forgave debt totaling $400,000 and a company controlled by two officers of the Company forgave debt totaling $600,000. The debt forgiveness is considered a capital transaction and therefore $1,000,000 will be recorded as an increase in additional paid-in capital for December 31, 2019.Convertible Note dated May 20, 2020

On ~~March 26, 2019,~~May 20, 2020, the Company entered into a ~~Debt Restructuring~~Securities Purchase Agreement with related parties Robert A. Rositano Jr., Dean Rositano , Frank Garcia , and Checkmate Mobile, Inc. and Alpha Capital Anstalt , Coventry Enterprises, LLC , Palladium Capital Advisors, LLC , EMA Financial, LLC, Michael Finkelstein, and Barbara R. Mittman , each being(the “SPA”) whereby the Company agreed to sell to the holder convertible notes in amounts up to $60,000. The note holder shall be entitled to a ~~debt holder~~pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The 20% pays out two times the initial investment and continues at 5% for a period of five years.

On May, 2020 the Company issued a 0% note to JP Carey under this SPA with a maturity date of January 1, 2021 and received $60,000 in cash in three closings; $30,000 on April 9, 2020, $15,000 on May 13, 2020, and $15,000 on May 20,2020. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the $0.02 as quoted on the exchange where the stock is traded. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period.

Upon certain default events the conversion price may change. Therefore the embedded conversion option is bifurcated and treated as a derivative liability.

The ~~debt holders~~Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $1,262 of interest at the default rate of 24% for the period from May 29, 2020 to June 30, 2020. At June 30, 2020, the JP Carey note principal balance was $60,000 and accrued interest was $1,262.

JP Carey Convertible Note dated June 11, 2020

On June 11, 2020, the issued a 0% note to JP Carey with a maturity date of January 15, 2021 and received $10,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the $0.01 as quoted on the exchange where the stock is traded. The holder does not have ~~agreed~~the right to convert ~~their debt into~~the note, to the extent that the holder would beneficially own in excess of 9.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain ~~amounts of common stock as set forth in the Agreement upon~~default events the Company ~~meeting certain milestones including but not limited to:~~may incur a penalty of 20% to 50% of the note principal. Further, if the Company ~~effecting~~fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period.

Upon certain default events the conversion price may change. Therefore, the embedded conversion option is bifurcated and treated as a ~~reverse stock split~~derivative liability.

At June 30, 2020, the JP Carey note principal balance was $10,000 and maintaining a stock price of $1.00 per share; being current with its periodic report filings pursuant to the Securities Exchange Act; Checkmate Mobile Inc and Company officers forgiving an aggregate of $1,000,000 in amounts owed to them; the Company raising not less than $400,000 in common stock at a post-split price of not less than $0.20 per share; and certain other things as further set forth in the Agreement. The debt holders will be subject to certain lock up and leak out provisions as contained in the Agreement. accrued interest was $0.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. As of ~~September~~June 30, ~~2019,~~2020, the Company has a working capital deficiency of ~~$10,830,845 and~~$9,468,201, has an accumulated deficit of ~~$24,178,789 since inception~~$34,725,112 and has a stockholder’s deficit of $9,468,201and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. During the six months ended June 30, 2020 the Company had a net loss and net cash used in operations of $2,281,229 and $176,554. These factors raise substantial doubt about the Company’s ability to continue as a going ~~concern.~~concern for a period of twelve months from the issuance of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain the necessary financing through the issuance of convertible notes and equity ~~financings.~~instruments. The unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~We have generated minimal revenues~~Management plans to raise financing through the issuance of convertible notes and ~~have incurred losses since inception. Accordingly, we~~equity sales. No assurance can be given that any such additional financing will be ~~dependent~~available, or that it can be obtained on ~~future additional financing in order~~terms acceptable to ~~finance operations~~the Company and ~~growth. There is no assurance that we will generate sufficient revenue to sustain our operations.~~its stockholders.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2019,~~2020, the Company had no off-balance sheet arrangements.

~~ITEM~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This Item 3 is not applicable to us as a smaller reporting company and has been omitted.

~~ITEM~~ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Our management, including our principal executive officer, principal financial officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of ~~September~~June 30, ~~2019.~~2020. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of ~~September~~June 30, ~~2019~~2020 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; ~~and~~ (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC ~~guidelines.~~guidelines; (iii) and inadequate technical skills of accounting personnel. To remediate such weaknesses, we believe we would need to implement the following changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may ~~not~~ be ~~undertaken.~~adversely affected in a material manner. Until we have the required funds, we do not anticipate implementing these remediation steps.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended ~~September~~June 30, ~~2019~~2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~PART~~

PART II - OTHER INFORMATION

~~ITEM~~ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~ITEM~~ITEM 1A. RISK FACTORS. – GENERALLY THE COMPANY IS AT RISK IF THE PROPER FUNDING IS NOT COMMITED AND/OR SECURED TO FUND THE CONTINUED NEEDS OF THE COMPANY FOR OPERATIONS, DEVELOPMENT, PARTNER RELATIONSHIPS, SERVICE PROVIDERS and PUBLIC COMPANY RELATED EXPENSES.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on ~~April 17, 2019.~~June 30, 2020.

~~ITEM~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None.~~During the three months ended June 30, 2020, the Company:

~~ITEM~~Issued 2,211,445 shares of common stock to two convertible note holders for partial conversion of an aggregate of $56,520 of the notes at an average price of $0.0256.

Issued 284,667 shares of common stock to consultants in exchange for services valued at $27,608.

Agreed to issue 118 shares of Series A preferred stock to a service provider valued at $135,617.

Sold $1,750,000 shares of common stock in exchange for $35,000.

The shares above were issued pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~There has been no~~On May 29, 2020 the Company defaulted on the outstanding Series C preferred stock previously issued by being late with the Form 10-K filing on the extended date. Under the default provision of the Series A preferred stock the interest rate increases from 8% to 22% and the stated price increases from $1.00 to $1.50. The Company also defaulted on two convertible notes, one dated April 8, 2020 in the ~~payment~~amount of ~~principal,~~$35,000 and another one dated May 20, 2020 in the amount of $60,000 causing the interest ~~sinking or purchase fund installment, or any other material default, with respect~~rate to ~~any indebtedness of the Company.~~increase from 0% to 24%.

~~ITEM~~ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~ITEM~~ITEM 5. OTHER INFORMATION.

There is no other information required to be disclosed under this item which was not previously disclosed.

~~ITEM~~ITEM 6. EXHIBITS

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.

Exhibit

Number

Description

~~(4)~~	~~Instruments defining the rights of security holders, including indentures~~
~~4.1~~	~~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)~~	~~Material Contracts~~
~~10.1~~	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)
~~10.2~~	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)
~~10.3~~	~~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)~~

(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certification
32.1+	Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(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

* Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibits 32.1 is being furnished and not filed.

2631

~~SIGNATURES~~SIGNATURES

Pursuant to the requirements 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: ~~November 19, 2019~~August 14, 2020	By:	/s/ Robert Rositano, Jr.
		Name: Robert Rositano, Jr.
		Title: CEO, Secretary, and Director (Principal Executive Officer)



Date: ~~November 19, 2019~~August 14, 2020	By:	/s/ Frank Garcia
		Name: Frank Garcia
		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

2732

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


Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019		2

Consolidated Statements of ~~Comprehensive Loss~~Operations for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018~~(unaudited)		3

Consolidated Statements of Stockholders’ ~~Deficiency~~Deficit for the ~~period from December 31, 2017 to September~~three and six months ended June 30, 2020 and 2019 (unaudited)		4

Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018~~(unaudited)		5 6

Notes to the Consolidated Financial Statements		~~6-15~~ 7-20

PART I - FINANCIAL INFORMATION	1

ITEM 1. FINANCIAL STATEMENTS	1

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16 21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23 29

ITEM 4. CONTROLS AND PROCEDURES	23 29

PART II - OTHER INFORMATION	24 30

ITEM 1. LEGAL PROCEEDINGS	24 30

ITEM 1A. RISK FACTORS	25 30

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25 30

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	25 30

ITEM 4. MINE SAFETY DISCLOSURES	25 30

ITEM 5. OTHER INFORMATION	25 30

ITEM 6. EXHIBITS	26 31

SIGNATURES	27 32

ASSETS	September 30, 2019 (Unaudited)	December 31, 2018

Current assets
Cash	$79	$25,646
Accounts receivable	-	-
Total current assets	79	25,646


TOTAL ASSETS	$79	$25,646


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current liabilities
Accounts payable	$4,421,982	$3,863,577
Convertible debentures short-term (Note 9)	6,299,407	6,299,407
Promissory note (Note 10)	109,535	100,559
Total current liabilities	10,830,924	10,263,543



TOTAL LIABILITIES	10,830,924	10,263,543

Going concern (Note 1)
Commitments (Note 6)
Contingency (Note 12)
Subsequent events (Note 13)

STOCKHOLDERS' DEFICIT
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 21,267 (December 31, 2018 – 21,267 ) shares issued and outstanding (Note 3)	2	2
Common stock, 1,000,000,000 shares authorized at par value of $0.0001, 314,726 (December 31, 2018 – 314,726) shares issued and outstanding (Note 3)	31	31
Additional paid-in capital	13,027,043	12,027,043
Common stock subscriptions receivable (Note 7)	320,868	(4,500)
Deficit	(24,178,789)	(22,260,473)
Total Stockholders' Deficit	(10,830,845)	(10,237,897)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$79	$25,646

	Three Months Ended September 30, 2019 $	Three Months Ended September 30, 2018 $	Nine months Ended September 30, 2019 $	Nine months Ended September 30, 2018 $
REVENUES	118,801	1,227	120,662	5,709

OPERATING EXPENSES
Accretion and interest expense (Note 9, 10)	189,117	478,102	453,674	1,874,931
App hosting (Note 7)	2,301	141,000	18,068	420,425
Commissions	61	368	619	1,673
General and administrative (Note 7)	187,352	186,090	577,605	597,275
Product development (Note 7)	100,500	549	156,088	549
Sales and marketing	28,788	598	52,924	2,185


TOTAL OPERATING EXPENSES	508,119	806,707	1,258,978	2,897,038


LOSS FROM OPERATIONS	(389,318)	(805,480)	(1,918,316)	(2,891,329)
OTHER EXPENSES
Provision for settlement of lawsuit (Note 12)	(780,000)	-	(780,000)	-

NET LOSS AND COMPREHENSIVE LOSS	(1,169,318)	(805,480)	(1,918,316)	(2,891,329)

BASIC LOSS PER SHARE	(3.72)	(6.44)	(6.10)	(9.50)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	314,726	125,074	314,726	304,194

	Common # Stock	Common Stock Amount	Preferred #	Preferred Stock Amount	Additional Paid-in Capital	Common Stock Subscriptions	Deficit	Total

Balance December 31, 2017	284,559	$28	21,267	$2	$11,658,781	$(4,500)	$(19,138,469)	$(7,484,158)

Conversion of convertible notes (Note 9)	30,167	3	—	—	60,297	—	—	60,300

Issuance of convertible notes (net) (Note 9)	—	—	—	—	307,965	—	—	307,965

Net loss for the year	—	—	—	—	—	—	(3,122,004)	(3,122,004)

Balance December 31, 2018	314,726	$31	21,267	$2	$12,027,043	$(4,500)	$(22,260,473)	$(10,237,897)

	Nine months ended September 30, 2019	Nine months ended September 30, 2018
Cash Flows from Operating Activities:
Net loss	$(1,918,316)	$(2,891,329)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Interest on convertible debentures and promissory note	453,674	400,189
Accretion expense	-	1,474,742
Provision for settlement of lawsuit	780,000
Changes in Operating Assets and Liabilities
Increase in accounts receivable	-	(512)
Increase in accounts payable	333,707	709,368
Net Cash Used in Operating Activities	(350,935)	(307,542)

Cash Flows from Financing Activities:
Proceeds from convertible debentures (net)	-	310,965
Proceeds from common stock subscription received	325,368	-
Net Cash Provided by Financing Activities	325,368	310,965

Net Increase (Decrease) in Cash	(25,567)	3,423

Cash – Beginning	25,646	-

Cash – Ending	$79	$3,423

Supplemental Cash Flow Information:
Cash paid for interest	$—	$—
Cash paid for income taxes	$—	$—

Non-cash Investing and Financing Items:
Shares issued for conversion of debt (net)	$-	$-
Convertible debentures issued to extinguish promissory notes	$-	$-

Cash consists of:
Cash	$79	$3,423

		Weighted Average
		Exercise
	Number of Warrants	Price $	Number of Warrants	Weighted Average Exercise Price $	Weighted Average Remaining Life
Balance, December 31, 2018	60,908	79.16	60,908	72.00

Balance, September 30, 2019	60,908	79.16

Balance, December 31, 2019			60,908	72.00
Balance, June 30, 2020			60,908	72.00	1.3

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