UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number: 000-52917
FRIENDABLE, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
98-0546715
|
|
|
State or other jurisdiction of
|
(I.R.S. Employer
|
|
|
incorporation or organization
|
Identification No.)
|
1821 S Bascom Ave Ste 343, Campbell, CA 95008
|
Registrant’s telephone number, including area code
|
(855) 473-7473
|
Securities registered pursuant to Section 12(b) of the Act
|
Title of each class
|
Name of each exchange on which registered
|
|
|
Common Stock
par value $.0001
|
OTC Pink Sheet
|
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 x No o
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 x No o
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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
|
o
|
Accelerated filer
|
o
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $1,293,665, based on the closing price (last sale of the day) for the registrant’s common stock on the OTC Bulletin Board on June 30, 2015 of $0.01 per share.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 11, 2016, there were 293,358,162 shares of the registrant’s common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
2
EXPLANATORY NOTE
The purpose of this amendment on Form 10-K/A to Friendable, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on April 14, 2016 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
3
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) List of documents filed as part of this Report:
|
|
-
|
(1) Financial Statements of Friendable, Inc.Balance Sheets as of December 31, 2015 and December 31, 2014
|
|
|
-
|
Statements of Comprehensive Loss for the year ended December 31, 2015 and 2014, and for the period from June 5, 2007 (inception) to December 31, 2015
|
|
|
-
|
Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2013 and 2012, and for the period from June 5, 2007 (inception) to December 31, 2015
|
|
|
-
|
Statements of Cash Flows for the year ended December 31, 2015 and 2014, and for the period from June 5, 2007 (inception) to December 31, 2015
|
|
|
-
|
Notes to the Financial Statements
|
(b)
|
Exhibit
|
|
|
Number
|
Description
|
|
(2)
|
Plan of Acquisition, re-organization, arrangement, liquidation or succession
|
|
2.1
|
Agreement and Plan of Merger and Reorganization, dated as of January 31, 2014, by and among Titan Iron Ore Corp., iHookup Operations Corp and iHookup Social, Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
|
3.2
|
Amended and Restated Bylaws (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
|
3.3
|
Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 29, 2014)
|
|
3.4
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on January 22, 2015)
|
|
(10)
|
Material Contracts
|
|
10.1
|
2014 Stock Option Plan (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
|
Form of Stock Option Agreement (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
|
|
10.2
|
Securities Purchase Agreement dated March 26, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
|
10.3
|
Convertible Promissory Note dated March 26, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
|
10.4
|
Securities Purchase Agreement dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
|
10.5
|
Convertible Bridge Note dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
|
10.6
|
First Amendment to First Amended Securities Purchase Agreement dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
|
10.7
|
Securities Purchase Agreement dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
|
10.8
|
Convertible Promissory Note dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
|
10.9
|
Promissory Note dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
|
10.10
|
Securities Purchase Agreement dated August 15, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
|
10.11
|
Convertible Promissory Note dated August 15, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
|
10.12
|
Securities Purchase Agreement dated August 23, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
|
10.13
|
Convertible Promissory Note dated August 23, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
|
10.14
|
Convertible Note dated September 18, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 26, 2013)
|
|
10.15
|
Assignment Agreement dated September 18, 2013 with Wyomex, LLC and Magna Group LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 26, 2013)
|
|
10.16
|
Securities Purchase Agreement dated September 18, 2013 with Hanover Holdings I, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
|
10.17
|
Convertible Promissory Note dated September 18, 2013 with Hanover Holdings I, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
|
10.18
|
Letter dated September 30, 2013 with GCA Strategic Investment Fund Ltd. re: Extension of Convertible Bridge Note dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
|
10.19
|
Securities Purchase Agreement dated October 14, 2013 with Asher Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
4
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES - continued
|
10.20
|
Convertible Promissory Note dated October 14, 2013 with Asher Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
|
10.21
|
Letter dated October 18, 2013 re: Securities Purchase Agreement and Convertible Note with the Marie Baier Foundation dated October 18, 2012 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
|
10.22
|
Securities Purchase Agreement dated October 31, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.23
|
Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.24
|
Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.25
|
Convertible Redeemable Note dated November 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.26
|
Secured Promissory Note GEL Back End Security Note 1 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.27
|
Secured Promissory Note GEL Back End Security Note 2 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.28
|
Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.29
|
Debt Purchase Agreement dated November 4, 2013 with LG Capital Funding LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.30
|
Debt Purchase Agreement dated November 4, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
|
10.31
|
Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
|
10.32
|
Amended and Restated Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
|
10.33
|
Debt Purchase Agreement dated December 5, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
|
10.34
|
Asset Purchase Agreement dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
|
10.35
|
General Contract for Services dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
|
10.36
|
Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Dean Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
|
10.37
|
Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Robert Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
|
10.38
|
Convertible Promissory Notes dated February 10, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 19, 2014)
|
|
10.39
|
Convertible Promissory Notes dated February 17, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 27, 2014)
|
|
10.40
|
Convertible Promissory Notes dated February 20, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 27, 2014)
|
|
10.41
|
Convertible Promissory Note dated February 28, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 5, 2014)
|
|
10.42
|
Convertible Promissory Notes dated March 7, 2014 and March 11, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 20, 2014)
|
|
10.43
|
Convertible Promissory Notes dated March 20, 2014 and March 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 28, 2014)
|
|
10.44
|
Convertible Promissory Note dated April 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 6, 2013)
|
5
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES - continued
|
10.45
|
Convertible Promissory Note dated May 12, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 16, 2014)
|
|
10.46
|
Convertible Promissory Note dated May 15, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 21, 2014)
|
|
10.47
|
Convertible Promissory Notes dated May 22, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 29, 2014)
|
|
10.48
|
Convertible Promissory Notes dated May 29, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 3, 2014)
|
|
10.49
|
Convertible Promissory Notes dated June 17, 2014 and June 18, 2014(Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2014)
|
|
10.50
|
Convertible Promissory Note dated July 16, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 23, 2014)
|
|
10.51
|
Convertible Promissory Notes dated October 8, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 16, 2014)
|
|
10.52
|
Convertible Promissory Note dated October 15, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 27, 2014)
|
|
10.53
|
Convertible Promissory Notes dated November 13, 2014 and November 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 24, 2014)
|
|
10.54
|
Investment Agreement, Registration Rights Agreement and Escrow Agreement dated June 25, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 30, 2014)
|
|
10.55
|
Letter Agreement, Promissory Note, Pledge and Indemnification Agreement dated June 25, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 30, 2014)
|
|
10.56
|
Convertible Promissory Note dated January 16, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on January 22, 2015)
|
|
|
10.57
|
Convertible Promissory Note dated February 27, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 6, 2015)
|
|
|
10.58
|
Convertible Promissory Note dated March 13, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 27, 2015)
|
|
|
10.59
|
Convertible Promissory Notes dated March 27, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 3, 2015)
|
|
|
10.60
|
Convertible Promissory Notes dated April 20, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 24, 2015)
|
|
|
10.61
|
Convertible Promissory Note dated May 11, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 9, 2015)
|
|
|
10.62
|
Convertible Promissory Note dated June 19, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 26, 2015)
|
|
|
10.63
|
Convertible Promissory Note dated August 1, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 11, 2015)
|
|
|
10.64
|
Convertible Promissory Notes dated August 5, 2015 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on August 11, 2015)
|
|
|
(21)
|
Subsidiaries
|
|
|
21.1
|
IHookup Social, Inc., a Delaware corporation
|
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
|
31.1
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 14, 2016)
|
|
|
31.2
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 14, 2016)
|
|
|
(32)
|
Section 1350 Certification
|
|
|
32.1
|
Section 906 Certifications under Sarbanes-Oxley Act of 2002 (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 14, 2016)
|
|
|
(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
|
|
*Furnished herewith.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FRIENDABLE INC. | |||
|
Date: April 15 , 2016
|
By:
|
/s/ Robert Rositano | |
| Robert Rositano | |||
|
Chief Executive Officer, Secretary, and Director
(Principal Executive Officer)
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Date: April 15 , 2016
|
By:
|
/s/ Robert Rositano | |
| Robert Rositano | |||
|
Chief Executive Officer, Secretary, and Director
(Principal Executive Officer)
|
|||
|
Date: April 15 , 2016
|
By:
|
/s/ Frank Garcia | |
| Frank Garcia | |||
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|||
|
Date: April 15 , 2016
|
By:
|
/s/ Dean Rositano | |
| Dean Rositano | |||
| President and Chief Technology Officer and Director | |||
7