Nevada
|
|
98-0546715
|
State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
incorporation
or organization
|
|
Identification
No.)
|
Registrant’s
telephone number, including area code
|
(855) 473-7473
|
Title
of each class
|
|
Name of
each exchange on which registered
|
None
|
|
N/A
|
Large
accelerated filer
|
☐
|
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
PART
I
|
|
||
|
ITEM
1.
|
BUSINESS
|
5
|
|
ITEM
1A.
|
RISK
FACTORS
|
9
|
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
21
|
|
ITEM
2.
|
PROPERTIES
|
21
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
22
|
|
ITEM
4.
|
MINE
SAFETY DISCLOSURES
|
22
|
|
|
|
|
PART
II
|
|
||
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
22
|
|
ITEM
6
|
SELECTED
FINANCIAL DATA
|
23
|
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
23
|
|
ITEM
7A
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
29
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
30
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
31
|
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
31
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
32
|
|
|
|
|
PART
III
|
|
||
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
32
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
36
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
38
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
40
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
42
|
|
|
|
|
PART
IV
|
|
||
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
43
|
|
|
|
|
|
SIGNATURES
|
46
|
|
●
|
the
size and diversity of our registered member and subscriber bases
relative to those of our competitors;
|
|
●
|
the
functionality of our application and the attractiveness of their
features and our services and offerings generally to consumers
relative to those of our competitors;
|
|
●
|
how
quickly we can enhance our existing technology and services and/or
develop new features and localized opportunities and venue based
monetization opportunities in response to:
|
|
●
|
new,
emerging and rapidly changing technologies;
|
|
●
|
the
introduction of product and service offerings by our
competitors;
|
|
●
|
changes
in consumer requirements and trends in the single community
relative to our competitors; and
|
|
●
|
our
ability to engage in cost-effective marketing efforts, including by
way of maintaining relationships with third parties with
which we have entered into alliances, and the recognition and
strength of our various brands relative to those of our
competitors.
|
|
●
|
users
engage with other products, services or activities as an
alternative;
|
|
●
|
influential
users, such as celebrities, athletes, journalists and brands or
certain age demographics conclude that an alternative product or
service is more relevant;
|
|
●
|
we are
unable to convince potential new users of the value and usefulness
of its products and services;
|
|
●
|
there
is a decrease in the perceived quality of the content generated by
our platform;
|
|
●
|
we fail
to introduce new and improved products or services or if we
introduce new or improved products or services that are not
favorably received or that negatively affect user
engagement;
|
|
●
|
technical
or other problems prevent us from delivering our
products or services in a rapid and reliable manner or otherwise
affect the user experience;
|
|
●
|
we are
unable to present users with content that is interesting, useful
and relevant to them;
|
|
●
|
users
believe that their experience is diminished as a result of the
decisions we make with respect to the frequency, relevance and
prominence of ads that we display;
|
|
●
|
there
are user concerns related to privacy and communication, safety,
security or other factors;
|
|
●
|
we
become subject to hostile or inappropriate usage on our
platform;
|
|
●
|
there
are adverse changes in our products or services that are mandated
by, or that we elect to make to address, legislation, regulatory
authorities or litigation, including settlements or consent
decrees;
|
|
●
|
we fail
to provide adequate customer service to users; or
|
|
●
|
we do
not maintain our brand image or its reputation is
damaged.
|
|
●
|
the
popularity, usefulness, ease of use, performance and reliability of
our products and services compared to those of our
competitors;
|
|
●
|
the
amount, quality and timeliness of content generated by our
users;
|
|
●
|
the
timing and market acceptance of our products and
services;
|
|
●
|
the
adoption of our products and services internationally;
|
|
●
|
its
ability, and the ability of our competitors, to develop new
products and services and enhancements to existing products and
services;
|
|
●
|
the
frequency and relative prominence of the ads displayed by us or our
competitors;
|
|
●
|
our
ability to establish and maintain relationships with platform
partners that integrate with our platform;
|
|
●
|
changes
mandated by, or that we elect to make to address, legislation,
regulatory authorities or litigation, including settlements and
consent decrees, some of which may have a disproportionate effect
on us;
|
|
●
|
government
action regulating competition;
|
|
●
|
our
ability to attract, retain and motivate talented employees,
particularly engineers, designers and product
managers;
|
|
●
|
acquisitions
or consolidation within our industry, which may result in more
formidable competitors; and
|
|
●
|
our
reputation and the brand strength relative to our
competitors.
|
|
●
|
the
size and composition of our user base relative to those of our
competitors;
|
|
●
|
our ad
targeting capabilities, and those of our competitors;
|
|
●
|
the
timing and market acceptance of our advertising services, and those
of our competitors;
|
|
●
|
our
marketing and selling efforts, and those of our
competitors;
|
|
●
|
the
pricing for our products relative to the advertising products and
services of our competitors;
|
|
●
|
the
return our advertisers receive from their advertising services,
compared to those of our competitors; and
|
|
●
|
our
reputation and the strength of our brand relative to our
competitors.
|
|
●
|
increase
its number of users and user engagement;
|
|
●
|
successfully
expand our business;
|
|
●
|
develop
a reliable, scalable, secure, high-performance technology
infrastructure that can efficiently handle increased
usage;
|
|
●
|
convince
advertisers of the benefits of our products compared to alternative
forms of advertising;
|
|
●
|
develop
and deploy new features, products and services;
|
|
●
|
successfully
compete with other companies, some of which have substantially
greater resources and market power than us, that are currently in,
or may in the future enter, its industry, or duplicate the features
of our products and services;
|
|
●
|
attract,
retain and motivate talented employees, particularly engineers,
designers and product managers;
|
|
●
|
process,
store, protect and use personal data in compliance with
governmental regulations, contractual obligations and other
obligations related to privacy and security;
|
|
●
|
continue
to earn and preserve its users’ trust, including with respect
to their private personal information; and
|
|
●
|
defending
ourselves against litigation, regulatory, intellectual property,
privacy or other claims.
|
|
●
|
Messrs.
Dean and Robert Rositano each own 2,256 shares;
|
|
●
|
Copper
Creek Holdings, LLC, a Nevada limited liability company owned and
managed by Robert Rositano and his wife Stacy Rositano, owns 15,581
shares;
|
Quarter
Ended
|
High Bid
|
Low Bid
|
December 31,
2018
|
none
|
none
|
September 30,
2018
|
$
0.0001
|
$
0.0001
|
June 30,
2018
|
none
|
none
|
March 31,
2018
|
$
0.0001
|
$
0.0001
|
December 31,
2017
|
$
0.0001
|
$
0.0001
|
September 30,
2017
|
$
0.0007
|
$
0.0001
|
June 30,
2017
|
$
0.0021
|
$
0.0006
|
March 31,
2017
|
$
0.0025
|
$
0.0010
|
1.
|
We
would not be able to pay our debts as they become due in the usual
course of business; or
|
2.
|
Our
total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those
receiving the distribution.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding
Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants
and Rights
|
Number of Securities Remaining Available for Future Issuance under
Equity Compensation Plan
|
Equity
compensation plans approved by security holders
|
Nil
|
Nil
|
Nil
|
Equity
compensation plans not approved by security holders
|
3,325
|
$1,045
|
1,649
|
Total
|
3,325
|
$1,045
|
1,649
|
|
Year Ended
December 31, 2018
|
Year Ended
December 31, 2017
|
|
|
|
REVENUES
|
$
6,190
|
$
8,694
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense (Note 10)
|
$
2,052,216
|
$
3,507,102
|
App hosting (Note 8)
|
210,000
|
557,478
|
Commissions
|
1,817
|
2,608
|
General
and administrative (Note 8)
|
719,960
|
863,681
|
Product
development (Note 8)
|
80,549
|
235,450
|
Sales
and marketing
|
28,652
|
305,557
|
|
|
|
TOTAL OPERATING EXPENSES
|
3,093,194
|
5,471,876
|
|
|
|
LOSS FROM OPERATIONS
|
(3,087,004
)
|
(5,463,182
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 11)
|
-
|
(175,000
)
|
Impairment
Loss (Note 3)
|
(35,000
)
|
-
|
|
|
|
NET LOSS AND COMPREHENSIVE LOSS
|
$
(3,122,004
)
|
$
(5,638,182
)
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
(0.00
)
|
(0.00
)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
5,495,104,889
|
2,435,738,177
|
|
December
31, 2018
|
December
31, 2017
|
|
(audited)
|
(audited)
|
Current
Assets
|
$
25,646
|
$
6,863
|
Current
Liabilities
|
$
10,263,543
|
$
7,526,021
|
Working Capital
Deficiency
|
$
(10,237,897
)
|
$
(7,579,158
)
|
|
Year
Ended
|
Year
Ended
|
|
December 31, 2018
|
December 31, 2017
|
Net Cash Provided
by (Used in) Operating Activities
|
$
(385,320
)
|
$
(1,134,575
)
|
Net Cash Provided
by (Used in) Investing Activities
|
-
|
(175,000
)
|
Net Cash Provided
by (Used in) Financing Activities
|
410,966
|
1,189,771
|
Net Increase
(Decrease) in Cash
|
$
25,646
|
$
(119,804
)
|
Report of
Independent Registered Public Accounting Firm
|
|
F-1
|
|
|
|
Consolidated
Balance Sheets as of December 31, 2018 and 2017
|
|
F-2
|
|
|
|
Consolidated
Statements of Comprehensive Loss for the years ended December 31,
2018 and 2017
|
|
F-3
|
|
|
|
Consolidated
Statements of Stockholders’ Deficit for the years ended
December 31, 2018 and 2017
|
|
F-4
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2018 and
2017
|
|
F-5
|
|
|
|
Notes to the
Consolidated Financial Statements
|
|
F-6 -
F-15
|
|
Year Ended
December 31, 2018
|
Year Ended
December 31, 2017
|
|
|
|
REVENUES
|
$
6,190
|
$
8,694
|
|
|
|
OPERATING EXPENSES
|
|
|
Accretion
and interest expense (Note 10)
|
$
2,052,216
|
$
3,507,102
|
App hosting (Note 8)
|
210,000
|
557,478
|
Commissions
|
1,817
|
2,608
|
General
and administrative (Note 8)
|
719,960
|
863,681
|
Product
development (Note 8)
|
80,549
|
235,450
|
Sales
and marketing
|
28,652
|
305,557
|
|
|
|
TOTAL OPERATING EXPENSES
|
3,093,194
|
5,471,876
|
|
|
|
LOSS FROM OPERATIONS
|
(3,087,004
)
|
(5,463,182
)
|
|
|
|
OTHER EXPENSES
|
|
|
Loss
on investment (Note 11)
|
-
|
(175,000
)
|
Impairment Loss (Note 3)
|
(35,000
)
|
-
|
NET LOSS AND COMPREHENSIVE LOSS
|
$
(3,122,004
)
|
$
(5,638,182
)
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
(0.00
)
|
(0.00
)
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
5,495,104,889
|
2,435,738,177
|
|
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
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,122,004
)
|
(3,122,004
)
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2018
|
5,553,310,369
|
$
555,331
|
21,267
|
$
2
|
$
11,471,743
|
$
(4,500
)
|
$
(22,260,473
)
|
$
(10,237,897
)
|
|
|
Weighted
Average
|
|
|
Exercise
|
|
Number of Warrants
|
Price
$
|
Balance,
December 31, 2017
|
1,096,335,757
|
0.004
|
|
|
|
Balance,
December 31, 2018
|
1,096,335,757
|
0.004
|
|
|
|
|
Option
Price
|
|
Expiry
Date
|
Per
Share($)
|
Number
|
December
21, 2021
|
1,680
|
1,725
|
June
21, 2022
|
400
|
500
|
June
25, 2023
|
134
|
850
|
|
$
1,044
|
3,075
|
|
Number of Options
|
Weighted Average Exercise Price
$
|
Weighted- Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value
$
|
Outstanding
and exercisable, December 31, 2016
|
3,075
|
1,044
|
6.57
|
-
|
Outstanding
and exercisable, December 31, 2017
|
3,075
|
1,044
|
5.57
|
-
|
Outstanding
and exercisable, December 31, 2018
|
3,075
|
1,044
|
4.73
|
-
|
|
|
$
|
|
|
|
Employment Agreements (1)
|
|
400,000
|
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
|
-
|
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
|
|
|
|
Name
|
Position Held with Our Company
|
Age
|
Date First Elected or Appointed
|
Robert Rositano
|
CEO, Secretary and Director
|
50
|
January 31, 2014
|
Dean Rositano
|
President, CTO and Director
|
47
|
January 31, 2014
|
Frank Garcia
|
CFO
|
61
|
June 30, 2011
|
|
|
|
|
●
|
a bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time;
|
|
|
|
|
●
|
conviction in a criminal proceeding or being subject to a pending
criminal proceeding, excluding traffic violations and other minor
offenses;
|
|
|
|
|
●
|
being subject to any order, judgment or decree, not substantially
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining, barring, suspending or
otherwise limiting his involvement in any type of business,
securities or banking business;
|
|
●
|
being found by a court of competent jurisdiction, in a civil
action, the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated;
|
|
|
|
|
●
|
being the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any federal or state securities or commodities
law or regulation; or (ii) any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order;
or (iii) any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or
|
|
|
|
|
●
|
being the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Securities
Exchange Act of 1934), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act), or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a
member.
|
Name
|
Number of Late Reports
|
Number of
Transactions
Not
Reported on a Timely
Basis
|
Failure to File
Requested Forms
|
Robert Rositano
|
Nil
|
Nil
|
N/A
|
Dean Rositano
|
Nil
|
Nil
|
N/A
|
Frank Garcia
|
Nil
|
Nil
|
N/A
|
Name and
Principal Position
|
Year
|
Salary Incurred(1)
($)
|
Bonus
($)
|
Stock Awards
($) 1
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All other Compensation
($)
|
Total
($)
|
Robert Rositano
CEO, Secretary, & Director
|
2018
2017
|
158,750
150,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
158,750
150,000
|
|
|
|
|
|
|
|
|
|
|
Dean Rositano
President and CTO
|
2018
2017
|
157,500
150,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
157,500
150,000
|
|
|
|
|
|
|
|
|
|
|
Frank Garcia
Chief Financial Officer
|
2018
2017
|
110,000
110,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
110,000
110,000
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class (3)
|
||
|
|
|
|
|
|
|
(a)
|
Holders Over 5%
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert A Rositano Jr.
|
10,046
(1)
|
Direct
|
47.23%
|
|
|
3846 Moanna Way,
|
|
|
|
|
|
Santa Cruz, CA 95062
|
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Dean Rositano
126 Sea Terrace Way,
Aptos, CA 95003
|
2,256
|
Direct
|
10.61%
|
|
|
|
|
|
|
|
Series A preferred
|
Frank Garcia
1735 E Ft Lowell Rd Ste9,
Tucson, AZ 85719
|
750
|
Direct
|
3.53%
|
|
|
|
|
|
|
|
Series A preferred
|
Copper Creek Holdings, LLC
(2)
7960 B Soquel Dr., Suite #146
Aptos, CA 95003
|
15,581
|
Direct
|
73.26%
|
|
|
-Robert
Rositano
|
7,791
|
|
36.63%
|
|
|
-Stacy
Rositano
|
7,791
|
|
36.63%
|
|
|
|
|
|
|
|
|
(b)
|
Directors
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert A Rositano Jr.
|
10,046
(1)
|
Direct and
|
47.23%
|
|
|
3846 Moanna Way,
|
|
Indirect
|
|
|
|
Santa Cruz, CA 95062
|
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Dean Rositano
|
2,256
|
Direct
|
10.61%
|
|
|
126 Sea Terrace Way,
|
|
|
|
|
|
Aptos, CA 95003
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
Series A preferred
|
Robert Rositano, Jr. and Dean Rositano as named above
|
|
|
||
|
|
|
|
|
|
Series A preferred
|
(d)
|
Officers and Directors as a Group for preferred stock
|
12,302
(1)
|
Direct and Indirect
|
57.84%
|
|
|
|
|
|
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class (3)
|
||
|
|
|
|
|
|
|
(a)
|
Directors
|
|
|
|
|
|
|
|
|
|
Common stock
|
Copper Creek Holdings, LLC
(2)
7960 B Soquel Dr., Suite #146
Aptos, CA 95003
|
225,512
|
Direct
|
*
|
|
|
-Robert
Rositano
|
112,756
|
|
*
|
|
|
-Stacy
Rositano
|
112,756
|
|
*
|
|
|
|
|
|
|
|
Common stock
|
Robert A Rositano Jr.
|
33,057,697
(1)
|
Direct and
|
*
|
|
|
3846 Moanna Way,
|
|
Indirect
|
|
|
|
Santa Cruz, CA 95062
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
Dean Rositano
|
33,353,351
|
Direct
|
*
|
|
|
126 Sea Terrace Way,
|
|
|
|
|
|
Aptos, CA 95003
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
Common stock
|
Frank Garcia
|
770 (4)
|
Direct
|
*
|
|
|
1735 E Ft Lowell Rd,
|
|
|
|
|
|
Tucson, AZ 85719
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
Robert Rositano, Jr. and Dean Rositano as named above
|
|
|
||
|
|
|
|
|
|
Common stock
|
(c)
|
Officers and Directors as a Group for common stock
|
79,092,827
(1)
|
Direct and Indirect
|
1.42%
|
|
|
|
|
|
|
|
(i)
|
Any director or executive officer of our company;
|
|
|
|
|
(ii)
|
Any beneficial owner of shares carrying more than 5% of the voting
rights attached to our outstanding shares of common
stock;
|
|
(iii)
|
Any person who acquired control of our company when it was a shell
company or any person that is part of a group, consisting of two or
more persons that agreed to act together for the purpose of
acquiring, holding, voting or disposing of our common stock, that
acquired control of Titan Iron Ore Corp. when it was a shell
company; and
|
|
|
|
|
(iv)
|
Any immediate family member (including spouse, parents, children,
siblings and in-laws) of any of the foregoing persons.
|
|
●
|
the
director is, or at any time during the past three years was, an
employee of the company;
|
|
●
|
the
director or a family member of the director accepted any
compensation from the company in excess of $120,000 during any
period of 12 consecutive months within the three years preceding
the independence determination (subject to certain exclusions,
including, among other things, compensation for board or board
committee service);
|
|
●
|
a
family member of the director is, or at any time during the past
three years was, an executive officer of the company;
|
|
●
|
the
director or a family member of the director is a partner in,
controlling stockholder of, or an executive officer of an entity to
which the company made, or from which the company received,
payments in the current or any of the past three fiscal years that
exceed 5% of the recipient’s consolidated gross revenue for
that year or $200,000, whichever is greater (subject to certain
exclusions); or
|
|
●
|
the
director or a family member of the director is employed as an
executive officer of an entity where, at any time during the past
three years, any of the executive officers of the company served on
the compensation committee of such other entity; or the director or
a family member of the director is a current partner of the
company’s outside auditor, or at any time during the past
three years was a partner or employee of the company’s
outside auditor, and who worked on the company’s
audit.
|
|
Fiscal
Year Ended
|
Fiscal
Year Ended
|
Fee
Category
|
December 31, 2018
|
December 31, 2017
|
Audit Fees
(1)
|
$
52,950
|
$
52,950
|
Audit Related Fees
(2)
|
-
|
-
|
Tax Fees
(3)
|
5,400
|
5,400
|
All Other Fees
(4)
|
-
|
-
|
Total
|
$
58,350
|
$
58,350
|
|
1
|
Audit
fees consist of fees incurred for professional services rendered
for the audit of our financial statements, for reviews of our
interim financial statements included in our quarterly reports on
Form 10-Q and for services that are normally provided in connection
with statutory or regulatory filings or engagements.
|
|
2
|
Audit-related
fees consist of fees billed for professional services that are
reasonably related to the performance of the audit or review of our
financial statements, but are not reported under “Audit
fees.”
|
|
3
|
Tax
fees consist of fees billed for professional services relating to
tax compliance, tax planning, and tax advice.
|
|
4
|
All
other fees consist of fees billed for all other
services.
|
Exhibit
|
|
|
Number
|
Description
|
|
(2)
|
Plan of Acquisition, re-organization, arrangement, liquidation or
succession
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
(10)
|
Material Contracts
|
|
|
FRIENDABLE INC.
|
|
|
|
|
|
|
Date:
April 16, 2019
|
By:
|
/s/
Robert
Rositano
|
|
|
|
Robert
Rositano
|
|
|
|
Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
|
|
|
|
|
|
Date:
April 16, 2019
|
By:
|
/s/
Robert
Rositano
|
|
|
|
Robert
Rositano
|
|
|
|
Chief
Executive Officer, Secretary, and Director
(Principal
Executive Officer)
|
|
|
|
|
|
Date:
April 16, 2019
|
By:
|
/s/
Frank
Garcia
|
|
|
|
Frank
Garcia
|
|
|
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
Date:
April 16, 2019
|
By:
|
/s/
Dean
Rositano
|
|
|
|
Dean
Rositano
|
|
|
|
President
and Chief Technology Officer and Director
|
|
|
|
|
|
|
RR
|
|
Executive Initials
|
|
COMPANY:
|
|
|
|
Friendable, Inc,
|
|
|
|
By: /s/ Dean Rositano
|
|
|
|
Dean Rositano
|
|
Print Name
|
|
|
|
CTO/Director
|
|
Title
|
|
|
|
4/4/19
|
|
Date
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
Robert A. Rositano JR
|
|
|
|
By: /s/ Robert A. Rositano Jr.
|
|
|
|
4-4-2019
|
|
Date
|
|
|
To
Executive:
|
|
|
|
Dean
Rositano
|
|
|
126
Sea Terrace Way
|
|
|
Aptos,
CA, 95003
|
|
|
|
|
To
Company:
|
Friendable,
inc.
|
|
|
1821
E Campbell, Ave Suite 353
|
|
|
Campbell,
CA 95008
|
|
DR
|
|
Executive Initials
|
|
COMPANY:
|
|
|
|
Friendable, Inc,
|
|
|
|
By: /s/ Robert A. Rositano, Jr.
|
|
|
|
Robert A. Rositano, Jr.
|
|
Print Name
|
|
|
|
CEO
|
|
Title
|
|
|
|
4-4-2019
|
|
Date
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
Dean Rositano
|
|
|
|
By: /s/ Dean Rositano
|
|
|
|
4/3/19
|
|
Date
|
To Executive:
|
|
|
Frank
Garcia
|
|
|
|
7320
N. La Cholla Blvd Ste 154-195
|
|
|
|
Tucson,
AZ 85741
|
To Company:
|
|
|
Friendable, Inc.
|
|
1821 E. Campbell Ave
|
|
Suite 353
|
|
Campbell, CA 95008
|
|
F.G
|
|
Executive Initials
|
|
COMPANY:
|
|
|
|
Friendable, Inc,
|
|
|
|
By: /s/ Robert A. Rositano, Jr.
|
|
|
|
Robert A. Rositano, Jr.
|
|
Print Name
|
|
|
|
CEO
|
|
Title
|
|
|
|
4-4-2019
|
|
Date
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
Frank Garcia
|
|
|
|
By: /s/ Frank Garcia
|
|
|
|
4-5-19
|
|
Date
|
1.
|
I have
reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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
annual report on Form 10-K of the Issuer for the year ended
December 31, 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.
|