Nevada
|
|
98-0546715
|
(State
or other jurisdiction of incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
|
|
☒
Yes
☐
No
|
|
|
|
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
|
|
☒
Yes
☐
No
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
|
|
|
Emerging
growth company
|
☐
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
|
|
☐
Yes
☒
No
|
PART I
- FINANCIAL INFORMATION
|
1
|
|
|
ITEM 1.
FINANCIAL STATEMENTS
|
1
|
|
|
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
14
|
|
|
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
23
|
|
|
ITEM 4.
CONTROLS AND PROCEDURES
|
23
|
|
|
PART II
- OTHER INFORMATION
|
24
|
|
|
ITEM 1.
LEGAL PROCEEDINGS
|
24
|
|
|
ITEM
1A. RISK FACTORS
|
25
|
|
|
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
25
|
|
|
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
|
25
|
|
|
ITEM 4.
MINE SAFETY DISCLOSURES
|
25
|
|
|
ITEM 5.
OTHER INFORMATION
|
25
|
|
|
ITEM 6.
EXHIBITS
|
26
|
|
|
SIGNATURES
|
27
|
|
|
|
Three Months Ended September 30, 2018
$
|
Three Months Ended September 30, 2017
$
|
Nine Months
Ended September 30, 2018
$
|
Nine Months
Ended September 30, 2017
$
|
REVENUES
|
1,227
|
2,298
|
5,709
|
7,876
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
Accretion
and interest expense (Note 10)
|
478,102
|
1,263,476
|
1,874,931
|
2,714,869
|
App
hosting (Note 8)
|
141,000
|
141,011
|
420,425
|
418,837
|
Commissions
|
368
|
690
|
1,673
|
2,363
|
General
and administrative (Note 8)
|
186,090
|
216,498
|
597,275
|
675,877
|
Product
development (Note 8)
|
549
|
133,000
|
549
|
225,450
|
Sales
and marketing
|
598
|
60,699
|
2,185
|
224,002
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING
EXPENSES
|
806,707
|
1,815,374
|
2,897,038
|
4,261,398
|
|
|
|
|
|
LOSS FROM
OPERATIONS
|
(805,480
)
|
(1,813,076
)
|
(2,891,329
)
|
(4,253,522
)
|
|
|
|
|
|
OTHER EXPENSES
|
|
|
|
|
Loss
on investment (Note 11)
|
-
|
-
|
-
|
(175,000
)
|
|
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
(805,480
)
|
(1,813,076
)
|
(2,891,329
)
|
(4,428,522
)
|
|
|
|
|
|
BASIC LOSS PER SHARE
|
(0.00
)
|
(0.00
)
|
(0.00
)
|
(0.00
)
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
5,553,310,369
|
2,251,340,870
|
5,475,489,856
|
1,747,564,991
|
|
Common # Stock
|
Common Stock Amount
|
Preferred #
|
Preferred Stock Amount
|
Additional Paid-in Capital
|
Common Stock Subscriptions
|
Deficit
|
Total
|
Balance
December 31, 2016
|
1,068,031,823
|
$
106,803
|
21,655
|
$
2
|
$
9,609,198
|
$
(4,500
)
|
$
(13,500,287
)
|
$
(3,788,784
)
|
Shares
issued for services
|
123,220,000
|
12,322
|
—
|
—
|
56,368
|
—
|
—
|
68,690
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes (Note 10)
|
3,521,332,373
|
352,133
|
—
|
—
|
410,819
|
—
|
—
|
762,952
|
|
|
|
|
|
|
|
|
|
Conversion
of preferred shares (Note 4)
|
297,726,173
|
29,773
|
(388
)
|
—
|
(29,773
)
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
1,111,166
|
—
|
—
|
1,111,166
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,638,182
)
|
(5,638,182
)
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2017
|
5,010,310,369
|
$
501,031
|
21,267
|
$
2
|
$
11,157,778
|
$
(4,500
)
|
$
(19,138,469
)
|
$
(7,484,158
)
|
|
|
|
|
|
|
|
|
|
Conversion
of convertible notes (Note 10)
|
543,000,000
|
54,300
|
—
|
—
|
6,000
|
—
|
—
|
60,300
|
|
|
|
|
|
|
|
|
|
Issuance
of convertible notes (net) (Note 10)
|
—
|
—
|
—
|
—
|
307,965
|
—
|
—
|
307,965
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,891,329
)
|
(2,891,329
)
|
|
|
|
|
|
|
|
|
|
Balance
September 30, 2018
|
5,553,310,369
|
$
555,331
|
21,267
|
$
2
|
$
11,471,743
|
$
(4,500
)
|
$
(22,029,798
)
|
$
(10,007,222
)
|
|
|
Weighted
Average
|
|
|
Exercise
|
|
Number of Warrants
|
Price
$
|
Balance,
December 31, 2017
|
1,096,335,757
|
0.004
|
|
|
|
Balance,
September 30, 2018
|
1,096,335,757
|
0.004
|
|
|
|
|
Option
Price
|
|
Expiry
Date
|
Per
Share($)
|
Number
|
December
21, 2021
|
1,680
|
1,725
|
June
21, 2022
|
400
|
500
|
June
25, 2023
|
134
|
850
|
|
$
1,044
|
3,075
|
|
Number of Options
|
Weighted Average Exercise Price
$
|
Weighted- Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value
$
|
Outstanding
and exercisable, December 31, 2016
|
3,075
|
1,044
|
6.57
|
-
|
Outstanding
and exercisable, December 31, 2017
|
3,075
|
1,044
|
5.57
|
-
|
Outstanding
and exercisable, September 30, 2018
|
3,075
|
1,044
|
4.73
|
-
|
|
|
$
|
|
|
|
|
|
Employment Agreements (1)
|
|
|
75,000
|
Conversion Feature
|
Issuance
|
Net Principal ($)
|
Discount ($)
|
Carrying Value ($)
|
Interest Rate
|
Maturity Date
|
||
a
|
)
|
2-Apr-13
|
5,054
|
-
|
5,054
|
0
|
%
|
2-Jan-14
|
d
|
)
|
5-Aug-15
|
474,900
|
-
|
474,900
|
7
|
%
|
5-Feb-17
|
d
|
)
|
5-Aug-15
|
18,750
|
-
|
18,750
|
7
|
%
|
5-Feb-17
|
c
|
)
|
17-Feb-15
|
102,135
|
-
|
102,135
|
8
|
%
|
17-Feb-16
|
b
|
)
|
17-Feb-15
|
5,000
|
-
|
5,000
|
8
|
%
|
17-Feb-16
|
b
|
)
|
27-Feb-15
|
37,500
|
-
|
37,500
|
8
|
%
|
27-Feb-16
|
b
|
)
|
19-Mar-15
|
53,551
|
-
|
53,551
|
8
|
%
|
19-Mar-16
|
b
|
)
|
19-Mar-15
|
8,000
|
-
|
8,000
|
8
|
%
|
19-Mar-16
|
b
|
)
|
11-May-15
|
50,000
|
-
|
50,000
|
8
|
%
|
11-May-16
|
b
|
)
|
2-Jun-15
|
29,500
|
-
|
29,500
|
8
|
%
|
2-Jun-16
|
b
|
)
|
2-Jun-15
|
45,966
|
-
|
45,966
|
8
|
%
|
2-Jun-16
|
b
|
)
|
2-Jun-15
|
10,000
|
-
|
10,000
|
8
|
%
|
2-Jun-16
|
b
|
)
|
2-Jun-15
|
58,540
|
-
|
58,540
|
8
|
%
|
2-Jun-16
|
b
|
)
|
2-Jun-15
|
35,408
|
-
|
35,408
|
8
|
%
|
2-Jun-16
|
b
|
)
|
2-Jun-15
|
20,758
|
-
|
20,758
|
8
|
%
|
2-Jun-16
|
c
|
)
|
11-Jun-15
|
50,000
|
-
|
50,000
|
8
|
%
|
27-Mar-16
|
b
|
)
|
19-Jun-15
|
30,464
|
-
|
30,464
|
8
|
%
|
19-Jun-16
|
b
|
)
|
19-Jun-15
|
30,000
|
-
|
30,000
|
8
|
%
|
19-Jun-16
|
b
|
)
|
19-Jun-15
|
35,408
|
-
|
35,408
|
8
|
%
|
19-Jun-16
|
b
|
)
|
24-Jun-15
|
37,500
|
-
|
37,500
|
8
|
%
|
27-Feb-16
|
b
|
)
|
24-Jun-15
|
35,000
|
-
|
35,000
|
8
|
%
|
12-Feb-16
|
b
|
)
|
24-Jun-15
|
37,500
|
-
|
37,500
|
8
|
%
|
12-Mar-16
|
b
|
)
|
7-Jul-15
|
75,000
|
-
|
75,000
|
8
|
%
|
7-Oct-15
|
b
|
)
|
1-Aug-15
|
17,408
|
-
|
17,408
|
8
|
%
|
4-Aug-16
|
b
|
)
|
1-Aug-15
|
30,000
|
-
|
30,000
|
8
|
%
|
1-Aug-16
|
b
|
)
|
1-Aug-15
|
35,408
|
-
|
35,408
|
8
|
%
|
1-Aug-16
|
b
|
)
|
21-Sep-15
|
64,744
|
-
|
64,744
|
8
|
%
|
21-Sep-16
|
b
|
)
|
3-May-16
|
50,000
|
-
|
50,000
|
8
|
%
|
3-May-17
|
b
|
)
|
3-May-16
|
50,000
|
-
|
50,000
|
8
|
%
|
11-May-16
|
b
|
)
|
3-May-16
|
29,500
|
-
|
29,500
|
8
|
%
|
2-Jun-16
|
b
|
)
|
3-May-16
|
45,965
|
-
|
45,965
|
8
|
%
|
2-Jun-16
|
b
|
)
|
24-May-16
|
61,571
|
-
|
61,571
|
8
|
%
|
24-May-17
|
b
|
)
|
24-May-16
|
30,464
|
-
|
30,464
|
8
|
%
|
19-Jun-16
|
b
|
)
|
26-May-16
|
157,500
|
-
|
157,500
|
8
|
%
|
26-May-17
|
b
|
)
|
15-Jun-16
|
5,000
|
-
|
5,000
|
8
|
%
|
15-Jun-17
|
d
|
)
|
3-Jun-16
|
160,000
|
-
|
160,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
3-Jun-16
|
4,000
|
-
|
4,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
15-Jun-16
|
50,000
|
-
|
50,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
15-Jun-16
|
1,250
|
-
|
1,250
|
7
|
%
|
8-Sep-17
|
d
|
)
|
17-May-16
|
100,000
|
-
|
100,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
17-May-16
|
2,500
|
-
|
2,500
|
7
|
%
|
8-Sep-17
|
d
|
)
|
20-May-16
|
110,000
|
-
|
110,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
20-May-16
|
2,750
|
-
|
2,750
|
7
|
%
|
8-Sep-17
|
d
|
)
|
27-Jan-16
|
250,000
|
-
|
250,000
|
7
|
%
|
27-Jul-17
|
d
|
)
|
8-Mar-16
|
110,000
|
-
|
110,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
27-Jan-16
|
18,750
|
-
|
18,750
|
7
|
%
|
27-Jul-17
|
d
|
)
|
8-Mar-16
|
5,000
|
-
|
5,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
8-Mar-16
|
90,000
|
-
|
90,000
|
8
|
%
|
8-Sep-17
|
b
|
)
|
8-Jul-16
|
50,000
|
-
|
50,000
|
7
|
%
|
8-Sep-17
|
b
|
)
|
4-Aug-16
|
110,000
|
-
|
110,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
15-Aug-16
|
157,000
|
-
|
157,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
12-Sep-16
|
83,000
|
-
|
83,000
|
7
|
%
|
8-Sep-17
|
d
|
)
|
8-Jul-16
|
1,250
|
-
|
1,250
|
7
|
%
|
8-Sep-17
|
d
|
)
|
4-Aug-16
|
2,750
|
-
|
2,750
|
7
|
%
|
8-Sep-17
|
d
|
)
|
15-Aug-16
|
3,925
|
-
|
3,925
|
7
|
%
|
8-Sep-17
|
d
|
)
|
12-Sep-16
|
2,075
|
-
|
2,075
|
7
|
%
|
8-Sep-17
|
d
|
)
|
4-Aug-16
|
110,000
|
-
|
110,000
|
8
|
%
|
4-Aug-17
|
b
|
)
|
15-Aug-16
|
157,500
|
-
|
157,500
|
8
|
%
|
15-Aug-17
|
b
|
)
|
8-Sep-16
|
80,000
|
-
|
80,000
|
8
|
%
|
8-Sep-17
|
b
|
)
|
11-Nov-16
|
80,000
|
-
|
80,000
|
8
|
%
|
11-Nov-17
|
b
|
)
|
5-Dec-16
|
88,000
|
-
|
88,000
|
8
|
%
|
5-Dec-17
|
b
|
)
|
9-Jan-17
|
84,000
|
-
|
84,000
|
8
|
%
|
6-Jan-18
|
b
|
)
|
13-Mar-17
|
32,000
|
-
|
32,000
|
8
|
%
|
13-Mar-18
|
c
|
)
|
2-Feb-17
|
90,198
|
-
|
90,198
|
8
|
%
|
2-Feb-18
|
c
|
)
|
15-Mar-17
|
96,000
|
-
|
96,000
|
8
|
%
|
15-Mar-18
|
d
|
)
|
7-Oct-16
|
465,000
|
-
|
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
|
-
|
793,858
|
10
|
%
|
21-Jul-18
|
s) d
|
)
|
14-Aug-18 |
30,000
|
27,107
|
2,893
|
10
|
%
|
31-Dec-18
|
s) d
|
)
|
21-Jul-17
|
24,000
|
-
|
790,965
|
10
|
%
|
21-Jul-18
|
|
|
|
|
|
|
|
|
|
|
|
|
6,299,407
|
27,107
|
6,272,300
|
|
|
|
Friendable is a "friends-first" approach to making
new connections. Unlike platforms like Facebook and Instagram where
users post what they did in the past, Friendable’s features
are designed and focused on living in the present and looking
forward to the future:
|
|
|
The Fan Pass Live Application
(Development
Project)
Fan
Pass will be an online, mobile-based, video application that the
Company believes will empower the end user by attracting brands,
social influencers, artists, musicians and celebrities to build a
significant content base and then deliver live, exclusive video
content to their fan bases/app users. The app is to be available on
both iOS and Android operating systems. Examples of content may
include:
|
■
Branded Backstage
access before, during or after an event
■
Recording studio
sessions
■
B
ehind-the-scenes
looks on music video, film, or photoshoot sets
■
On-set makeup or
wardrobe trailers
■
Special interviews
or one-on-one video sessions with celebrities
■
Daily looks into
the lives of celebrities, artists, and stars
■
…and more VIP
exclusive content
In
addition, fans will be able to chat with other fans before, during,
and after the live stream; view older, archived live videos; and
subscribe to an individual broadcast instead of a channel. We
believe that, especially for a large event like a music festival or
concert, the option for fans to briefly purchase a broadcast or
view an older broadcast increases the likelihood of added
subscriptions.
For
artists, Fan Pass will offer several levels of revenue-sharing with
them and their agencies. Each artist will be asked to market their
Fan Pass channel to their social followers and fans, ultimately
generating subscription revenue for the Company. The
revenue-sharing ecosystem is designed to help celebrities monetize
their fans and followers at fairer rates compared to other video
streaming applications; Fan Pass will be able to be used in
conjunction with other video applications to bolster their income.
Lastly, Fan Pass will offer video production and recording services
for artists if they do not want to record their own
streams.
|
|
|
Three Months Ended September 30, 2018
$
|
Three Months Ended September 30, 2017
$
|
Nine Months
Ended September 30, 2018
$
|
Nine Months
Ended September 30, 2017
$
|
REVENUES
|
1,227
|
2,298
|
5,709
|
7,876
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
Accretion
and interest expense (Note 10)
|
478,102
|
1,263,476
|
1,874,931
|
2,714,869
|
App
hosting (Note 8)
|
141,000
|
141,011
|
420,425
|
418,837
|
Commissions
|
368
|
690
|
1,673
|
2,363
|
General
and administrative (Note 8)
|
186,090
|
216,498
|
597,275
|
675,877
|
Product
development (Note 8)
|
549
|
133,000
|
549
|
225,450
|
Sales
and marketing
|
598
|
60,699
|
2,185
|
224,002
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING
EXPENSES
|
806,707
|
1,815,374
|
2,897,038
|
4,261,398
|
|
|
|
|
|
LOSS FROM
OPERATIONS
|
(805,480
)
|
(1,813,076
)
|
(2,891,329
)
|
(4,253,522
)
|
|
|
|
|
|
OTHER EXPENSES
|
|
|
|
|
Loss
on investment (Note 11)
|
-
|
-
|
-
|
(175,000
)
|
|
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
(805,480
)
|
(1,813,076
)
|
(2,891,329
)
|
(4,428,522
)
|
|
|
|
|
|
BASIC LOSS PER SHARE
|
(0.00
)
|
(0.00
)
|
(0.00
)
|
(0.00
)
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
5,553,310,369
|
2,251,340,870
|
5,475,489,856
|
1,747,564,991
|
|
September 30, 2018
|
December 31, 2017
|
|
(unaudited)
|
(audited)
|
Current
Assets
|
$
10,798
|
$
6,863
|
Current
Liabilities
|
10,053,020
|
7,526,021
|
Working Capital
(Deficiency)
|
$
(10,042,222
)
|
$
(7,519,158
)
|
|
Nine
months
|
Nine
months
|
|
Ended
|
Ended
|
|
September 30,
2018
|
September
30, 2017
|
Net Cash Used in
Operating Activities
|
$
(307,542
)
|
$
(974,574
)
|
Net Cash Used in
Investing Activities
|
-
|
(175,000
)
|
Net Cash Provided
by Financing Activities
|
310,965
|
979,770
|
Net Increase
(Decrease) in Cash
|
$
3,423
|
(119,804
)
|
Exhibit Number
|
Description
|
|
FRIENDABLE, INC.
|
|
|||
|
|
|
|
|
|
Date:
November 19, 2018
|
By:
|
/s/
Robert Rositano,
Jr.
|
|
|
|
|
|
Name:
Robert Rositano,
Jr.
|
|
|
|
|
|
Title:
CEO, Secretary, and Director (Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
November 19, 2018
|
By:
|
/s/
Frank Garcia
|
|
|
|
|
|
Name:
Frank Garcia
|
|
|
|
|
|
Title:
Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of Friendable,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
A.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
B.
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, 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;
|
|
C.
|
Evaluated
the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
D.
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
|
|
A.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
|
|
B.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of Friendable,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
A.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
B.
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, 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;
|
|
C.
|
Evaluated
the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
D.
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
|
|
A.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
|
|
B.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
|
|
(1)
|
the
quarterly report on Form 10-Q of the Issuer for the period ended
September 30, 2018 fully complies with the requirements of Section
13(a) or Section 15(d), as applicable, of the
Securities Exchange Act of 1934, as
amended
; and
|
|
(2)
|
the
information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of
operations of the Issuer.
|