0001414043 false --12-31 2021 Q3 P2Y P3Y P3Y 0.13 P7M28D P6M P4D P3M P1Y14D P3M18D P3M18D P4Y2M5D P4Y2M5D P4Y2M5D P4Y2M5D P5Y P3Y P5Y P5Y P5Y P4Y 0001414043 2021-01-01 2021-09-30 0001414043 2021-11-05 0001414043 2021-09-30 0001414043 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2021-01-01 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2020-01-01 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2020-12-31 0001414043 fdbl:CommonStockIssuableMember 2021-09-30 0001414043 fdbl:CommonStockIssuableMember 2020-12-31 0001414043 2021-07-01 2021-09-30 0001414043 2020-07-01 2020-09-30 0001414043 2020-01-01 2020-09-30 0001414043 us-gaap:TechnologyServiceMember 2021-07-01 2021-09-30 0001414043 us-gaap:TechnologyServiceMember 2020-07-01 2020-09-30 0001414043 us-gaap:TechnologyServiceMember 2021-01-01 2021-09-30 0001414043 us-gaap:TechnologyServiceMember 2020-01-01 2020-09-30 0001414043 us-gaap:SubscriptionAndCirculationMember 2021-07-01 2021-09-30 0001414043 us-gaap:SubscriptionAndCirculationMember 2020-07-01 2020-09-30 0001414043 us-gaap:SubscriptionAndCirculationMember 2021-01-01 2021-09-30 0001414043 us-gaap:SubscriptionAndCirculationMember 2020-01-01 2020-09-30 0001414043 us-gaap:CommonStockMember 2020-12-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001414043 fdbl:CommonStockSubcriptionMember 2020-12-31 0001414043 us-gaap:RetainedEarningsMember 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-01-01 2021-03-31 0001414043 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001414043 fdbl:CommonStockIssuableMember 2021-01-01 2021-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2021-01-01 2021-03-31 0001414043 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001414043 2021-01-01 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-03-31 0001414043 us-gaap:CommonStockMember 2021-03-31 0001414043 fdbl:CommonStockIssuableMember 2021-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2021-03-31 0001414043 us-gaap:RetainedEarningsMember 2021-03-31 0001414043 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-04-01 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-04-01 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2020-04-01 2020-06-30 0001414043 us-gaap:CommonStockMember 2020-04-01 2020-06-30 0001414043 fdbl:CommonStockIssuableMember 2020-04-01 2020-06-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001414043 fdbl:CommonStockSubcriptionMember 2020-04-01 2020-06-30 0001414043 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001414043 2020-04-01 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-04-01 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-04-01 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-04-01 2021-06-30 0001414043 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001414043 fdbl:CommonStockIssuableMember 2021-04-01 2021-06-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001414043 fdbl:CommonStockSubcriptionMember 2021-04-01 2021-06-30 0001414043 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001414043 2021-04-01 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-06-30 0001414043 us-gaap:CommonStockMember 2021-06-30 0001414043 fdbl:CommonStockIssuableMember 2021-06-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001414043 fdbl:CommonStockSubcriptionMember 2021-06-30 0001414043 us-gaap:RetainedEarningsMember 2021-06-30 0001414043 2021-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-07-01 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-07-01 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-07-01 2021-09-30 0001414043 us-gaap:CommonStockMember 2021-07-01 2021-09-30 0001414043 fdbl:CommonStockIssuableMember 2021-07-01 2021-09-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-07-01 2021-09-30 0001414043 fdbl:CommonStockSubcriptionMember 2021-07-01 2021-09-30 0001414043 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001414043 us-gaap:CommonStockMember 2020-07-01 2020-09-30 0001414043 us-gaap:CommonStockMember 2021-09-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001414043 fdbl:CommonStockSubcriptionMember 2021-09-30 0001414043 us-gaap:RetainedEarningsMember 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2019-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2019-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2019-12-31 0001414043 us-gaap:CommonStockMember 2019-12-31 0001414043 fdbl:CommonStockIssuableMember 2019-12-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001414043 fdbl:CommonStockSubcriptionMember 2019-12-31 0001414043 us-gaap:RetainedEarningsMember 2019-12-31 0001414043 2019-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-01-01 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-01-01 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-01-01 2020-03-31 0001414043 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001414043 fdbl:CommonStockIssuableMember 2020-01-01 2020-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2020-01-01 2020-03-31 0001414043 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001414043 2020-01-01 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-03-31 0001414043 us-gaap:CommonStockMember 2020-03-31 0001414043 fdbl:CommonStockIssuableMember 2020-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2020-03-31 0001414043 us-gaap:RetainedEarningsMember 2020-03-31 0001414043 2020-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-04-01 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-06-30 0001414043 us-gaap:CommonStockMember 2020-06-30 0001414043 fdbl:CommonStockIssuableMember 2020-06-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001414043 fdbl:CommonStockSubcriptionMember 2020-06-30 0001414043 us-gaap:RetainedEarningsMember 2020-06-30 0001414043 2020-06-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-07-01 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-07-01 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-07-01 2020-09-30 0001414043 fdbl:CommonStockIssuableMember 2020-07-01 2020-09-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-07-01 2020-09-30 0001414043 fdbl:CommonStockSubcriptionMember 2020-07-01 2020-09-30 0001414043 us-gaap:RetainedEarningsMember 2020-07-01 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member fdbl:SeriesAPreferredStockIssuableMember 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-09-30 0001414043 us-gaap:CommonStockMember 2020-09-30 0001414043 fdbl:CommonStockIssuableMember 2020-09-30 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-09-30 0001414043 fdbl:CommonStockSubcriptionMember 2020-09-30 0001414043 us-gaap:RetainedEarningsMember 2020-09-30 0001414043 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2020-01-01 2020-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2019-08-08 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2019-08-07 2019-08-08 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2019-11-25 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2019-11-24 2019-11-25 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-03-29 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-01-01 2021-09-30 0001414043 us-gaap:CommonStockMember 2021-01-01 2021-09-30 0001414043 2021-07-02 0001414043 us-gaap:SubscriptionAndCirculationMember 2021-09-30 0001414043 fdbl:StockOption1Member 2021-01-31 0001414043 fdbl:StockOption1Member 2021-01-01 2021-03-31 0001414043 fdbl:StockOption2Member 2021-01-31 0001414043 fdbl:StockOption2Member 2021-01-01 2021-03-31 0001414043 fdbl:StockOption3Member 2021-01-31 0001414043 fdbl:StockOption3Member 2021-01-01 2021-03-31 0001414043 us-gaap:WarrantMember 2021-01-01 2021-09-30 0001414043 fdbl:CommonStockIssuableMember 2021-01-01 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-09-30 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-09-30 0001414043 fdbl:DirectorAndOfficerMember 2021-09-30 0001414043 fdbl:DirectorAndOfficerMember 2020-12-31 0001414043 fdbl:CommonStockIssuableMember 2019-03-26 0001414043 fdbl:CommonStockIssuableMember 2020-03-03 2020-03-04 0001414043 fdbl:CommonStockIssuableMember 2021-07-01 2021-07-02 0001414043 2019-01-01 2019-11-05 0001414043 2019-01-01 2019-12-31 0001414043 2020-01-01 2020-06-30 0001414043 fdbl:EllisInternationalLPMember 2021-09-20 2021-09-21 0001414043 fdbl:EllisInternationalLPMember 2020-11-08 2020-11-09 0001414043 fdbl:CoventryEnterprisesMember 2020-12-08 2020-12-09 0001414043 fdbl:BarbaraMittmanMember 2020-10-22 2021-11-23 0001414043 fdbl:EllisInternationalLPMember 2021-01-01 2021-03-31 0001414043 fdbl:CoventryEnterprisesMember 2021-01-01 2021-03-31 0001414043 fdbl:BarbaraMittmanMember 2021-01-01 2021-03-31 0001414043 fdbl:CoventryEnterprisesMember 2021-04-01 2021-06-30 0001414043 fdbl:BarbaraMittmanMember 2021-04-01 2021-06-30 0001414043 fdbl:ResetProvisionDerivativeLiabilityMember 2019-12-31 0001414043 fdbl:ResetProvisionDerivativeLiabilityMember 2020-01-01 2020-12-31 0001414043 fdbl:ResetProvisionDerivativeLiabilityMember 2020-12-31 0001414043 fdbl:ResetProvisionDerivativeLiabilityMember 2021-09-30 0001414043 fdbl:JPCareyIncMay202020Member 2021-09-30 0001414043 fdbl:JPCareyIncMay202020Member 2021-01-01 2021-09-30 0001414043 fdbl:JPCareyIncJune112020Member 2021-09-30 0001414043 fdbl:JPCareyIncJune112020Member 2021-01-01 2021-09-30 0001414043 fdbl:JPCareyIncMarch032021Member 2021-09-30 0001414043 fdbl:JPCareyIncMarch032021Member 2021-01-01 2021-09-30 0001414043 fdbl:EllisInternationalLPOctober132020Member 2021-09-30 0001414043 fdbl:EllisInternationalLPOctober132020Member 2021-01-01 2021-09-30 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2021-09-30 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2021-01-01 2021-09-30 0001414043 fdbl:JPCareyIncMember 2021-09-30 0001414043 fdbl:EllisInternationalLPMember 2021-09-30 0001414043 fdbl:JPCareyIncMarch302017Member 2020-12-31 0001414043 fdbl:JPCareyIncMay202020Member 2020-12-31 0001414043 fdbl:JPCareyIncJune112020Member 2020-12-31 0001414043 fdbl:GreenCoastCapitalInternationalApril062020Member 2020-12-31 0001414043 fdbl:EllisInternationalLPOctober132020Member 2020-12-31 0001414043 fdbl:TrilliumPartnersLPDecember32020Member 2020-12-31 0001414043 fdbl:TrilliumPartnersLPDecember82020Member 2020-12-31 0001414043 us-gaap:StockOptionMember srt:MinimumMember 2021-01-01 2021-09-30 0001414043 us-gaap:StockOptionMember srt:MaximumMember 2021-01-01 2021-09-30 0001414043 us-gaap:WarrantMember 2020-12-31 0001414043 us-gaap:WarrantMember 2021-01-01 2021-09-30 0001414043 us-gaap:WarrantMember 2021-09-30 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-07-09 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-08-13 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-09-02 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-09-28 0001414043 2020-01-01 2020-12-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2020-12-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2021-01-01 2021-09-30 0001414043 fdbl:PreferredSeriesDWarrantMember 2021-09-30 0001414043 fdbl:AnvilFinancialMember 2021-01-02 0001414043 fdbl:FirstFireGlobalMember 2021-03-09 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember 2021-03-11 0001414043 fdbl:JPCareyInc1Member 2021-03-03 0001414043 fdbl:TrilliumPartnersLPMember 2021-03-03 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-05-06 0001414043 2021-06-05 2021-06-06 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-08-09 0001414043 2021-08-08 2021-08-09 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-09-10 0001414043 2021-09-09 2021-09-10 0001414043 fdbl:StockOptionPlan2011Member 2011-11-22 0001414043 2014-06-01 2014-06-30 0001414043 2019-08-26 2019-08-27 0001414043 fdbl:StockOption1Member 2021-01-01 2021-01-31 0001414043 fdbl:StockOption2Member 2021-01-01 2021-01-31 0001414043 fdbl:StockOption3Member 2021-01-01 2021-01-31 0001414043 2021-01-01 2021-12-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member 2021-09-30 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member 2021-09-30 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2021-09-30 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember 2021-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

0001414043 false --12-31 2022 Q1 P3M P6M14D P3Y8M27D P4Y11M5D P4Y5M5D P4Y5M5D P4Y1M17D P5Y P3Y P5Y P5Y P1Y7M24D P1Y7M24D P2Y P1Y10M2D P4Y P2Y P3Y P2Y 0001414043 2022-01-01 2022-03-31 0001414043 2022-05-18 0001414043 2022-03-31 0001414043 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2022-01-01 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2021-01-01 2021-03-31 0001414043 fdbl:CommonStockIssuableMember 2022-03-31 0001414043 fdbl:CommonStockIssuableMember 2021-12-31 0001414043 2021-01-01 2021-03-31 0001414043 us-gaap:SubscriptionAndCirculationMember 2022-01-01 2022-03-31 0001414043 us-gaap:SubscriptionAndCirculationMember 2021-01-01 2021-03-31 0001414043 us-gaap:RoyaltyMember 2022-01-01 2022-03-31 0001414043 us-gaap:RoyaltyMember 2021-01-01 2021-03-31 0001414043 us-gaap:CommonStockMember 2021-12-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001414043 us-gaap:RetainedEarningsMember 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2020-12-31 0001414043 us-gaap:CommonStockMember 2020-12-31 0001414043 fdbl:CommonStockIssuableMember 2020-12-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001414043 fdbl:CommonStockSubcriptionMember 2020-12-31 0001414043 us-gaap:RetainedEarningsMember 2020-12-31 0001414043 2020-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2022-01-01 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2022-01-01 2022-03-31 0001414043 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001414043 fdbl:CommonStockIssuableMember 2022-01-01 2022-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001414043 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-03-31 0001414043 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001414043 fdbl:CommonStockIssuableMember 2021-01-01 2021-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2021-01-01 2021-03-31 0001414043 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001414043 us-gaap:CommonStockMember 2022-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001414043 us-gaap:RetainedEarningsMember 2022-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-03-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-03-31 0001414043 us-gaap:CommonStockMember 2021-03-31 0001414043 fdbl:CommonStockIssuableMember 2021-03-31 0001414043 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001414043 fdbl:CommonStockSubcriptionMember 2021-03-31 0001414043 us-gaap:RetainedEarningsMember 2021-03-31 0001414043 2021-03-31 0001414043 2021-06-30 0001414043 2021-07-01 0001414043 2022-03-17 0001414043 2022-03-18 0001414043 us-gaap:SubsequentEventMember 2022-04-06 0001414043 us-gaap:SubsequentEventMember 2022-04-07 0001414043 us-gaap:SubscriptionAndCirculationMember 2022-03-31 0001414043 us-gaap:RoyaltyMember 2022-03-31 0001414043 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001414043 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001414043 fdbl:CommonStockIssuableMember 2021-01-01 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesCPreferredStockMember 2021-01-01 2021-12-31 0001414043 fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-01-01 2021-12-31 0001414043 2021-01-01 2021-12-31 0001414043 fdbl:DirectorAndOfficerMember 2022-03-31 0001414043 fdbl:DirectorAndOfficerMember 2021-12-31 0001414043 fdbl:JPCareyIncMay202020Member 2022-03-31 0001414043 fdbl:JPCareyIncMay202020Member 2022-01-01 2022-03-31 0001414043 fdbl:JPCareyIncJune112020Member 2022-03-31 0001414043 fdbl:JPCareyIncJune112020Member 2022-01-01 2022-03-31 0001414043 fdbl:EllisInternationalLPOctober132020Member 2022-03-31 0001414043 fdbl:EllisInternationalLPOctober132020Member 2022-01-01 2022-03-31 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2022-03-31 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2022-01-01 2022-03-31 0001414043 fdbl:JPCareyIncMember 2022-03-31 0001414043 fdbl:EllisInternationalLPMember 2022-03-31 0001414043 fdbl:JPCareyIncMay202020Member 2021-12-31 0001414043 fdbl:JPCareyIncMay202020Member 2021-01-01 2021-12-31 0001414043 fdbl:JPCareyIncJune112020Member 2021-12-31 0001414043 fdbl:JPCareyIncJune112020Member 2021-01-01 2021-12-31 0001414043 fdbl:JPCareyIncMarch032021Member 2021-12-31 0001414043 fdbl:JPCareyIncMarch032021Member 2021-01-01 2021-12-31 0001414043 fdbl:EllisInternationalLPOctober132020Member 2021-12-31 0001414043 fdbl:EllisInternationalLPOctober132020Member 2021-01-01 2021-12-31 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2021-12-31 0001414043 fdbl:AnvilFinancialManagementLLCJanuary12021Member 2021-01-01 2021-12-31 0001414043 fdbl:JPCareyIncMember 2021-12-31 0001414043 fdbl:EllisInternationalLPMember 2021-12-31 0001414043 us-gaap:StockOptionMember srt:MinimumMember 2022-01-01 2022-03-31 0001414043 us-gaap:StockOptionMember srt:MaximumMember 2022-01-01 2022-03-31 0001414043 us-gaap:WarrantMember 2021-12-31 0001414043 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001414043 us-gaap:WarrantMember 2022-03-31 0001414043 us-gaap:WarrantMember 2020-12-31 0001414043 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-07-09 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-08-13 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-09-02 0001414043 fdbl:JosephCanouseJPCareyIncMember 2020-09-28 0001414043 fdbl:PreferredSeriesDWarrantMember 2020-12-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2021-01-01 2021-12-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2021-12-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2022-03-31 0001414043 fdbl:PreferredSeriesDWarrantMember 2022-01-01 2022-03-31 0001414043 fdbl:AnvilFinancialMember 2021-01-02 0001414043 fdbl:FirstFireGlobalMember 2021-03-09 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember 2021-03-11 0001414043 fdbl:JPCareyInc1Member 2021-03-03 0001414043 fdbl:TrilliumPartnersLPMember 2021-03-03 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-05-06 0001414043 2021-06-05 2021-06-06 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-08-09 0001414043 2021-08-08 2021-08-09 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-09-10 0001414043 2021-09-09 2021-09-10 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-10-07 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2021-11-01 0001414043 2021-10-06 2021-10-07 0001414043 2021-10-31 2021-11-01 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2022-01-10 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2022-03-22 0001414043 fdbl:RobertNathanPrimaryCapitalLLCMember fdbl:ConvertiblePreferredStock1Member us-gaap:SeriesDPreferredStockMember 2022-03-31 0001414043 fdbl:StockOptionPlan2011Member 2011-11-22 0001414043 2014-06-01 2014-06-30 0001414043 fdbl:StockOption1Member 2021-01-31 0001414043 fdbl:StockOption1Member 2021-01-01 2021-01-31 0001414043 fdbl:StockOption2Member 2021-01-31 0001414043 fdbl:StockOption2Member 2021-01-01 2021-01-31 0001414043 fdbl:StockOption3Member 2021-01-31 0001414043 fdbl:StockOption3Member 2021-01-01 2021-01-31 0001414043 us-gaap:StockOptionMember 2021-01-01 2021-12-31 0001414043 fdbl:StockOption1Member 2022-03-03 0001414043 fdbl:StockOption1Member 2022-03-03 2022-03-03 0001414043 fdbl:StockOption3Member 2022-03-03 0001414043 us-gaap:StockOptionMember 2022-01-01 2022-03-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member 2022-03-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member 2022-03-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2022-03-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember 2022-03-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001414043 fdbl:EmbeddedConversionOptionsDerivativeLiabilityMember 2021-12-31 0001414043 fdbl:ArtistRepublikIncMember 2022-01-05 2022-01-05 0001414043 fdbl:ArtistRepublikIncMember 2022-01-05 0001414043 fdbl:ArtistRepublikIncMember 2022-01-01 2022-03-31 0001414043 fdbl:ArtistRepublikIncMember 2021-01-01 2021-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~September~~March 3031, ~~2021~~2022

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 incorporation)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (zip code)

(855) 473-8473

(Registrant’s telephone number, including area code)

N/A

(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.		x Yes o 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).		x Yes o 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 o Accelerated filer o Non-accelerated ~~filer~~Filer o (Do not check if a smaller reporting company) Smaller reporting company x Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).		o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

~~475~~2,~~998~~177,~~393~~210,815 shares of common stock outstanding as of ~~November~~ 5May 18, ~~2021~~2022, of which 6,324,~~453~~451 are issuable as of the date of this report.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1
ITEM 1. FINANCIAL STATEMENTS		1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		35
ITEM 4. CONTROLS AND PROCEDURES		36
PART II - OTHER INFORMATION		37
ITEM 1. LEGAL PROCEEDINGS		37
ITEM 1A. RISK FACTORS		37
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		38
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		38
ITEM 4. MINE SAFETY DISCLOSURES		38
ITEM 5. OTHER INFORMATION		38
ITEM 6. EXHIBITS		39
SIGNATURES		40

PART I - FINANCIAL INFORMATION	1

ITEM 1. FINANCIAL STATEMENTS	1

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

ITEM 4. CONTROLS AND PROCEDURES	35

PART II - OTHER INFORMATION	36

ITEM 1. LEGAL PROCEEDINGS	36

ITEM 1A. RISK FACTORS	36

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	37

ITEM 4. MINE SAFETY DISCLOSURES	37

ITEM 5. OTHER INFORMATION	37

ITEM 6. EXHIBITS	37

SIGNATURES	38

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.

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FRIENDABLE, INC. CONSOLIDATED FINANCIAL STATEMENTS ~~September~~March 3031, ~~2021~~2022 (Unaudited)

Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020		2
Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31,2021		2
Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)		3
Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)		3
Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2021 and 2020 (unaudited)		4-5
Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (unaudited)		4-5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)		6
Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021(unaudited)		6
Notes to the Consolidated Financial Statements		7-3029

FRIENDABLE, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2021			2020
	2022			2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	~~446~~78,~~884~~412		$	52253,~~702~~523
Accounts receivable		-			12,500
Prepaid expenses		2,167			-
Prepaid expenses		16,857			83,399
Total Current Assets		80,579			253,523
Total Current Assets		463,741			148,601
OTHER ASSETS
Total Assets	$	463,741		$	148,601
Technology platform and trademarks, net of amortization $14,596		192,786			-
Goodwill		830,268			-
Other Assets		1,023,054			-
Total Assets	$	1,103,633		$	253,523
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	23,~~731~~113,~~409~~201		$	2,~~447~~929,~~706~~215
Accounts payable - related party		55120,~~821~~000			~~190~~100,~~320~~000
Short term loans		61,000			61,000
Convertible debentures and convertible promissory notes, net of discounts		927,~~608~~941			~~143~~131,~~957~~948
Mandatorily redeemable Series C convertible Preferred stock, 1,000,000 designated, 441,375 and 173,100 issued and outstanding at September 30, 2021 and December 31, 2020, including a premium of $179,434 and $74,701 respectively (liquidation value $454,155 at September 30, 2021)		633,590			285,605
Mandatorily redeemable Series C convertible Preferred stock, 1,000,000 designated, 316,250 and 465,375 issued and outstanding at March 31, 2022 and December 31, 2021, including a premium of $128,328 and $189,237 respectively (liquidation value $334,957 at March 31, 2022)		463,284			673,167
Derivative liabilities		~~237~~50,~~900~~300			1123,~~320,000~~300
Contingent purchase consideration payable		410,000			-
Liability to be settled in common stock		988,375			988,375
Total Current Liabilities		4,800,703			5,436,963
Deferred revenue		1,785			-
Total current liabilities		5,215,886			5,007,005
Commitments and contingencies (Note 7)
SHAREHOLDERS’ DEFICIT:
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 19,684 and 19,786 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		2			2
Series A convertible Preferred stock, 25,000 shares designated at par value of $0.0001 19,634 and 19,634 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		2			2
Series B convertible Preferred stock, 1,000,000 shares designated at par value of $0.0001 284,000 and 284,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. (Liquidation value $284,000)		28			28
Series B convertible Preferred stock, 1,000,000 shares designated at par value of $0.0001 284,000 and 284,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. (Liquidation value $284,000)		28			28
Series D convertible Preferred stock, 500,000 shares designated at par value of $10.00 40,524 and no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		405,240			-
Series D convertible Preferred stock, 500,000 shares designated at par value of $0.0001 49,626 and 51,632 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		5			5
Common stock, $0.0001 par value, 2,000,000,000 shares authorized, 417,753,740 and 51,665,821 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		41,775			5,167
Common stock, $0.0001 par value, 5,000,000,000 shares authorized, 1,429,715,425 and 478,340,607 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		142,972			47,835
Common stock issuable, $0.0001 par value, 11,548,528 and 103,547,079 shares at September 30, 2021 and December 31, 2020, respectively		1,154			10,354
Common stock issuable, $0.0001 par value, 6,324,451 and 6,324,451 shares at March 31, 2022 and December 31, 2021, respectively.		632			632
Additional paid-in capital		3336,~~754~~250,~~754~~730			3134,~~269~~672,~~833~~442
Common stock subscription receivable		-			(4,500	)
Accumulated deficit		(40,506,622	)		(39,474,426	)
Accumulated deficit		(38,539,915	)		(36,569,246	)
Total Stockholders’ Deficit		(4,112,253	)		(4,753,482	)
Total Stockholders’ Deficit		(4,336,962	)		(5,288,362	)
Total Liabilities and Stockholders’ Deficit	$	1,103,633		$	253,523
Total Liabilities and Stockholders’ Deficit	$	463,741		$	148,601

See accompanying notes to consolidated financial statements

FRIENDABLE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2021			2020			2021			2020
	2022			2021
REVENUES
Technology services	$	-		$	109,500		$	-		$	319,331
Subscription and merchandising sales	$	1,216		$	1,305
Subscription and merchandising sales		1,866			1,892			4,780			3,340
Music royalties and services		64,040			-
Revenue		1,866			111,392			4,780			322,671
Revenues		65,256			1,305
OPERATING EXPENSES:
App hosting		7,500			12,000			22,500			33,000
Commissions		3,542			159
Commissions		247			191			605			625
General and administrative		384,521			380,685
General and administrative		315,672			224,401			962,281			605,458
Software development, hosting and support - related party		180,000			105,000
Software development and support-related party		252,500			105,790			575,000			460,102
Other software and support fees		13,814			-
Artists’ performance fees		-			425,058			-			425,058
Revenue shares		49,042			861
Revenue shares		920			402			2,124			402
Investor relations		3,587			18,716
Investor relations		58,118			3,921			104,968			140,527
Advertising, promotion and marketing		134,854			55,633
Sales and marketing		127,269			30,081			393,321			82,335
Amortization of intangible assets		14,596			-
Total operating expenses		~~762~~783,~~226~~956			~~801~~561,~~844~~054			~~2,060,799~~			~~1,747,507~~
LOSS FROM OPERATIONS		(~~760~~718,~~360~~700	)		(~~690~~559,~~452~~749	)		~~(2,056,019~~	)		~~(1,424,836~~	)
OTHER INCOME(EXPENSE):
Accretion and interest expense		(~~426~~70,~~200~~204	)		(38266,~~423~~372	)		~~(936,113~~	)		~~(266,710~~	)
Gain on foreign exchange		-			-			-			2,580
Gain on extinguishment of convertible note		81,707			-
Initial derivative expense		-			-			(1,796,835	)		(419,000	)
Loss on initial derivative expense		-			(1,796,835	)
Gain (loss) on settlement of derivatives		-			257,317			-			(640,821	)
Gain (loss) on change in fair value of derivative		(1,000	)		138,000
Derivative income (expense)		867,298			263,000			2,818,298			259,000
Total other income (expense), net		10,503			(1,925,207	)
Total other income (expense), net		441,098			481,894			85,350			(1,064,951	)
NET LOSS	$	(708,197	)	$	(2,484,956	)
NET LOSS	$	(319,262	)	$	(208,558	)	$	(1,970,669	)	$	(2,489,787	)
DEEMED DIVIDEND		(323,999	)		-
NET LOSS PER COMMON SHARE:
NET LOSS ALLOCABLE TO COMMON STOCKHOLDERS	$	(1,032,196	)	$	(2,484,956	)
Basic and Diluted	$	(0.001	)	$	(0.002	)	$	(0.01	)	$	(0.04	)
NET LOSS ALLOCABLE TO COMMON SHAREHOLDERS PER COMMON SHARE:
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING :
Basic and Diluted	$	(0.0012	)	$	(0.0138	)
Basic and Diluted		309,158,542			121,819,362			233,457,551			66,468,267
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		826,369,550			180,089,850

See accompanying notes to consolidated financial statements

FRIENDABLE, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021~~2022 (Unaudited)

	Series A Preferred					Series B Preferred				Series D Preferred						Common Stock										Additional			Common Stock						Total
	Series A Preferred Stock					Series B Preferred				Series D Preferred						Common Stock										Additional						Total
	Shares					Shares				Shares						Shares				Shares						Paid In			~~Subscription~~Accumulated			~~Accumulated~~Stockholders’			~~Stockholders’~~
	Issued			Amount		Issued		Amount		Issued			Amount			Issued		Amount		Issuable			Amount			Capital			~~Receivable~~Deficit			Deficit			~~Deficit~~
Balance, December 31, 2020		19,786		$	2		284,000	$	28		-			-			51,665,821	$	5,167		103,547,079		$	10,354		$	31,269,833		$	(4,500	)	$	(36,569,246	)	$	(5,288,362	)
Balance, December 31, 2021		19,634		$	2		284,000	$	28		51,632		$	5			478,340,607	$	47,835		6,324,451		$	632		$	34,672,442		$	(39,474,426	)	$	(4,753,482	)
Conversion of convertible notes		-			-		-		-		-			-			31,532,405		3,153		-			-			164,590			-			-			167,743
Initial common stock issued to acquire Artist Republik business		-			-		-		-		-			-			176,986,025		17,699		-			-			619,451			-			637,150
Common shares issued in payment of loan commitment fee		-			-		-		-		-			-			3,500,000		350		-			-			11,574			-			-			11,924
Common stock issued on conversion of Series C preferred		-			-		-		-		-			-			207,382,158		20,738		-			-			280,902			-			301,640
Issuance of common stock previously issuable		-			-		-		-		-			-			40,766,310		4,077		(40,766,310	)		(4,077	)		-			-			-			-
Sale of Series D preferred		-			-		-		-		24,620			2			-		-		-			-			246,198			-			246,200
Common shares issued on conversion of Series C preferred		-			-		-		-		-			-			5,500,894		550		-			-			50,039			-			-			50,589
Issuance of Series D preferred in settlement of convertible note		-			-		-		-		15,000			2			-		-		-			-			149,998			-			150,000
Common stock warrants issued, related to loans		-			-		-		-		-			-			-		-		-			-			301,411			-			-			301,411
Common stock issued on conversion of Series D preferred		-			-		-		-		(41,626	)		(4	)		517,006,635		51,700		-			-			(51,696	)		-			-
Settlement of share subscription receivable		-			-		-		-		-			-			-		-		-			-			-			4,500			-			4,500
Amortization of value of Stock options		-			-		-		-		-			-			-		-		-			-			24,436			-			24,436
Amortization of value of employee stock options		-			-		-		-		-			-			-		-		-			-			20,988			-			-			20,988
Finder’s fees paid on sales of Series D preferred		-			-		-		-		-			-			-		-		-			-			(10,000	)		-			(10,000	)
Net loss		-			-		-		-		-			-			-		-		-			-			-			-			(2,484,956	)		(2,484,956	)
Deemed dividend		-			-		-		-		-			-			-		-		-			-			323,999			-			(323,999	)
Balance, March 31, 2021		19,786		$	2		284,000	$	28		-			-			132,965,430	$	13,297		62,780,769		$	6,277		$	31,818,435		$	-		$	(39,054,202	)	$	(7,216,163	)
Stock issued on exercise of cashless warrant related to convertible loan		-			-		-		-		-			-			50,000,000		5,000		-			-			(5,000	)		-			-
Sale of Series D preferred		-			-		-		-		85,000			850,000			-		-		-			-			-			-			-			850,000
Net Loss		-			-		-		-		-			-			-		-		-			-			-			(708,197	)		(708,197	)
Issuance of common stock previously issuable		-			-		-		-		-			-			42,522,600		4,252		(42,522,600	)		(4,252	)		-			-			-			-
Balance, March 31, 2022		19,634		$	2		284,000	$	28		49,626		$	5			1,429,715,425	$	142,972		6,324,451		$	632		$	36,250,730		$	(40,506,622	)	$	(4,112,253	)
Common shares issued on conversion of Series C preferred		-			-		-		-		-			-			11,496,360		1,150		-			-			136,403			-			-			137,553
Amortization of value of employee stock options		-			-		-		-		-			-			-		-		-			-			22,018			-			-			22,018
Common shares issued on conversion of Series A preferred		(50	)		-		-		-		-			-			2,555,738		255		-			-			(255	)		-			-			-
Common shares issued on conversion of Series D preferred		-			-		-		-		(44,970	)		(449,700	)		31,029,932		3,103		-			-			446,597			-			-			-
Regulation A expense		-			-		-		-		-			-			-		-		-			-			(31,309	)		-			-		$	(31,309	)
Net Income		-			-		-		-		-			-			-		-		-			-			-			-			833,549			833,549
Balance, June 30, 2021		19,736		$	2		284,000	$	28		40,030		$	400,300			220,570,060	$	22,057		20,258,169		$	2,025		$	32,391,889		$	-		$	(38,220,653	)	$	(5,404,352	)
Conversion of convertible notes		-			-		-		-		-			-			42,352,994	$	4,235		-			-		$	329,216			-			-		$	333,451
Sale of Series D preferred		-			-		-		-		76,000			760,000			-		-		-			-			-			-			-			760,000
Common stock issued for services		-			-		-		-		-			-			2,000,000		200		-			-			17,200			-			-			17,400
Issuance of common stock previously issuable		-			-		-		-		-			-			8,709,641		871		(8,709,641	)		(871	)		-			-			-			-
Common stock issued to debenture holder to be offset against holder’s convertible debt		-			-		-		-		-			-			7,290,359		729		-			-			90,400			-			-			91,129
Common shares issued on conversion of Series C preferred		-			-		-		-		-			-			17,799,687		1,780		-			-			160,874			-			-			162,654
Amortization of value of employee stock options		-			-		-		-		-			-			-		-		-			-			22,018			-			-			22,018
Common shares issued on conversion of Series A preferred		(52	)		-		-		-		-			-			4,928,511		493		-			-			(493	)		-			-			-
Common shares issued on conversion of Series D preferred		-			-		-		-		(75,506	)		(755,060	)		114,102,488		11,410		-			-			743,650			-			-			-
Net Loss		-			-		-		-		-			-			-		-		-			-			-			-			(319,262	)		(319,262	)
Balance, September 30, 2021		19,684		$	2		284,000	$	28		40,524		$	405,240			417,753,740	$	41,775		11,548,528		$	1,154		$	33,754,754		$	-		$	(38,539,915	)	$	(4,336,962	)

See accompanying notes to consolidated financial statements

FRIENDABLE, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 (Unaudited)

	Series A Preferred Stock										Series B Preferred				Common Stock												Additional			Common Stock						Total
	Series A Preferred					Series B Preferred					Common Stock										Additional			Common Stock						Total
	Shares					Shares					Shares				Shares						~~Shares~~Paid In			Subscription			~~Paid In~~Accumulated			~~Subscription~~Stockholders’			~~Accumulated~~			~~Stockholders’~~
	Issued			Amount		~~Issuable~~Issued			Amount		Issued		Amount		~~Issued~~Issuable			Amount			~~Issuable~~Capital			~~Amount~~Receivable			~~Capital~~Deficit			~~Receivable~~Deficit			~~Deficit~~			~~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	)
Balance, December 31, 2020		19,786		$	2		284,000		$	28		51,665,821	$	5,167		103,547,079		$	10,354		$	31,269,833		$	(4,500	)	$	(36,569,246	)	$	(5,288,362	)
Common shares cancelled		-			-		-			-		-		-		(2,000	)		-			-			-			(500	)		-			-			(500	)
Conversion of convertible notes		-			-		-			-		31,532,405		3,153		-			-			164,590			-			-			167,743
Conversion of convertible notes		-			-		-			-		-		-		362,595			36			-			-			19,914			-			-			19,950
Issuance of common stock previously issuable		-			-		-			-		40,766,310		4,077		(40,766,310	)		(4,077	)		-			-			-			-
Common stock issuable under debt restructuring agreement		-			-		-			-		-		-		-			-			36,193,098			3,620			8,415,518			-			-			8,419,138
Common shares issued in payment of loan commitment fee		-			-		-			-		3,500,000		350		-			-			11,574			-			-			11,924
Common shares issued for services		-			-		-			-		-		-		600,000			60			-			-			89,940			-			-			90,000
Common stock issued on conversion of Series C preferred		-			-		-			-		5,500,894		550		-			-			50,039			-			-			50,589
Issuance of common stock previously issuable		-			-		-			-		-		-		2,575,746			258			(2,575,746	)		(258	)		-			-			-			-
Common stock warrants issued, related to loans		-			-		-			-		-		-		-			-			301,411			-			-			301,411
Conversion of Series A preferred into common stock		(3	)		-		-			-		-		-		54,076			5			-			-			(5	)		-			-			-
Settlement of share subscription receivable		-			-		-			-		-		-		-			-			-			4,500			-			4,500
Net loss		-			-		-			-		-		-		-			-			-			-			-			-			(1,547,616	)		(1,547,616	)
Amortization of value of employee stock options		-			-		-			-		-		-		-			-			20,988			-			-			20,988
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	)
Net Loss		-			-		-			-		-		-		-			-			-			-			(2,484,956	)		(2,484,956	)
Conversion of convertible notes		-			-		-			-		-		-		2,211,445			221			-			-			56,299			-			-			56,520
Balance, March 31, 2021		19,786		$	2		284,000		$	28		132,965,430	$	13,297		62,780,769		$	6,277		$	31,818,435		$	-		$	(39,054,202	)	$	(7,216,163	)
Common shares issued for services		-			-		-			-		-		-		78,000			8			206,667			21			27,579			-			-			27,608
Series A preferred shares issuable to talent agencies in exchange for services		-			-		118			-		-		-		-			-			-			-			135,617			-			-			135,617
Return of Series A preferred shares to treasury		(118	)		-		-			-		-		-		-			-			-			-			-			-			-			-
Common stock issued 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	)
Common stock issuable under debt restructuring agreement		-			-		-			-		-		-		-			-			63,275,243			6,328			5,049,356			-			-			5,055,684
Common stock issuable for stock issued for cash		-			-		-			-		-		-		-			-			500,000			50			24,950			-			-			25,000
Common shares issued towards settlement of lawsuit		-			-		-			-		-		-		750,000			75			-			-			16,550			-			-			16,625
Common shares issued for services		-			-		-			-		-		-		5,058,333			506			-			-			427,936			-			-			428,442
Common stock issued on conversion of Series C preferred		-			-		-			-		-		-		3,822,958			383			-			-			134,660			-			-			135,043
Reclassification of common stock previously issuable		-			-		-			-		-		-		1,309,165			132			(1,309,165	)		(132	)		-			-			-			-
Reclassification of Series A preferred previously issuable		118			-		(118	)				-		-		-			-			-			-			-			-			-			-
Net Loss		-			-		-			-		-		-		-			-			-			-			-			-			(208,558	)		(208,558	)
Balance, September 30, 2020		19,786		$	2		-		$	-		284,000	$	28		21,218,432		$	2,122			106,558,432		$	10,656		$	30,909,397		$	(4,500	)	$	(34,933,670	)	$	(4,015,965	)

See accompanying notes to consolidated financial statements

FRIENDABLE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2021			2020
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1708,~~970,669~~197	)	$	(2,~~489~~484,~~787~~956	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		17,400			575,500
Non-cash loan fees deducted from proceeds		-			29,000
Loss on settlement of derivative		-			640,821
Debt conversion fees charged to expense		-			8,600
Non-cash loan fees expensed		29,000			-
Stock option expense		24,436			20,988
Debt conversion fees charged to expense		8,600			-
Amortization of debt discount		19,315			93,629
Stock option expense		65,024			-
Amortization of intangible assets		14,596			-
Amortization of debt discount		467,101			45,095
Initial derivative expense		-			1,796,835
Initial derivative expense		1,796,835			419,000
(Gain) Loss on change in fair value of derivative		1,000			(138,000	)
(Gain) Loss on change in fair value of derivative		(2,818,298	)		(259,000	)
Premium and accretion on stock settled debt					129,777
Accrual of dividend on Preferred C Stock		-			24,666
Loss on debt conversion		-			-
Interest on convertible debentures and promissory note					171,156
Premium, dividends and accretion on Series C preferred stock		38,010			-
Premium, dividends and accretion on Series C preferred stock		281,654			-
Gain on debt extinguishment		(81,707	)		-
Change in operating assets and liabilities:
Accounts receivable		~~12,500~~-			(12,500	)
Due from related party		-			30,083
Prepaid expenses		(2,167	)		22,272
Prepaid expenses		66,543			30,000
Accounts payable - related party		20,000			(115,000	)
Accounts payable - related party		(134,499	)		141,803
Accounts payable and accrued expenses		198,368			138,056
Accounts payable and accrued expenses		335,176			409,744
Deferred income		1,785
NET CASH USED IN OPERATING ACTIVITIES		(1474,~~843,633~~561	)		(~~260~~486,~~931~~299	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in business combination		9,500			-
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES		9,500			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of convertible Series C preferred stock		~~515~~53,~~900~~750			33269,~~000~~350
Redemption of Series C preferred stock		(95,150	)		-
Procceds from sale of convertible Series D preferred stock from Regulation A offering		246,200			-
Payment of Series C preferred stock dividends		(3,625	)		-
Finder’s fees on sales of Series D preferred stock		(10,000	)
Proceeds from sale convertible Series D preferred stock from Regulation A offering		1,610,000			-
Proceeds from issuance of convertible notes		-			358,500
Offering costs of convertible Series D preferred stock		(31,310	)		-
Prepayment of convertible notes		-			-
Refund on canceled common stock subscription		-			(500	)
Proceeds from short-term loans		-			-
Proceeds from issuance of convertible notes		358,500			105,000
Proceeds from sale of common stock		-			-
Prepayment of convertible note		(116,500	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		289,950			627,850
Proceeds from short-term loans		-			61,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(175,111	)		141,551
Proceeds from sale of common stock		-			60,000
CASH AND CASH EQUIVALENTS – beginning of period		253,523			52,702
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,237,815			258,500
CASH AND CASH EQUIVALENTS – end of period	$	78,412		$	194,253
NET INCREASE IN CASH AND CASH EQUIVALENTS		394,182			(2,431	)
CASH AND CASH EQUIVALENTS - beginning of period		52,702			11,282
CASH AND CASH EQUIVALENTS - end of period	$	446,884		$	8,851
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Settlement of stock subscription receivable	$	~~4,500~~-		$	-4,500
Conversion of convertible notes to common stock	$	401,949		$	59,175
Conversion of convertible notes and accrued interest to common stock	$	-		$	159,142
Conversion of accrued interest to common stock	$	46,970		$	17,295
Exchange of convertible note for Series D preferred stock	$	150,000		$	-
Conversion of Series C redeemable preferred shares to common stock	$	~~350~~301,~~789~~640		$	-
Conversion of Series D preferred stock to common stock	$	1,204,700		$	-
Premiums on Series C redeemable preferred shares	$	-		$	50,589
Series A shares granted for fee and recorded as prepaid asset	$	-		$	135,617
Recording of debt discounts from derivatives on convertible debt	$	-		$	446,700
Premiums on Series C redeemable preferred shares	$	-		$	135,042
Acquisition of Artist Republik business with common stock and contingent consideration	$	1,037,650		$	-
Reduction of liability to be settled with common stock	$	-		$	16,625
Deemed dividend on warrant ratchet	$	323,999		$	-
Recording of debt discount on convertible debt	$	446,700		$	105,000
Reduction of derivative liability based on reset common shares issuable	$	-		$	13,474,521
Cash consists of :
Cash	$	~~446~~78,~~884~~412		$	8194,~~851~~253

See accompanying notes to consolidated financial statements

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 (Unaudited)

1. NATURE OF BUSINESS AND GOING CONCERN

Nature of Business

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

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 moved the Friendable app closer to a traditional dating application with its focus on building revenue, as well as reintroducing the brand as a non-threatening, all-inclusive place where “Everything starts with Friendship”…meet, chat & date. During 2021 management decided that the Friendable app should no longer be supported and that the Company’s resources would be better focused on the development of its second app, the FanPass app (see below).

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

Fan Pass is the Company’s most recent orand second app/brand, released on July 24, 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~~the ~~Friendable and~~ Fan Pass as its premier ~~brands~~brand and mobile ~~platforms~~ platform that ~~are~~is dedicated to connecting and engaging users from anywhere around the World.

~~Presently,~~While ~~until~~the ~~our~~Company ~~apps~~has ~~gain~~developed ~~greater~~an ~~adoption~~enhanced ~~from~~version ~~paying~~of ~~subscribers~~its ~~through~~Fan ~~increased~~Pass ~~awareness,~~application ~~coupled~~(v2.0) with ~~additional~~improved ~~compelling~~features and ~~exclusive~~ ~~digital~~attributes ~~content~~which toit ~~produce~~released on ~~higher~~July ~~revenue levels~~24, ~~though December 31~~2021, ~~2020~~presently the Company’s ~~had~~primary ~~largely~~revenue ~~supported~~is ~~its operations~~from ~~through~~music ~~the sale of its software~~ services, ~~and~~provided ~~specifically~~to ~~its~~music ~~app~~artists ~~development~~through ~~services,~~the ~~under a contractual~~acquisition ~~relationship~~on ~~since~~January ~~inception~~5, ~~with~~2022 aof ~~third~~the ~~party.~~intellectual ~~This~~property ~~services~~assets, ~~contract~~customer ~~ended~~lists, inwebsites ~~2020~~ and ~~has~~supporting ~~not~~computer ~~yet~~programs ~~been~~associated ~~replaced~~ with ~~any other~~the ~~similar~~music ~~software~~ services ~~with~~business ~~another~~of ~~customer.~~Artist ~~Presently~~Republik, ~~the~~Inc. ~~Company’s~~Starting ~~only revenue is from~~ its ~~own~~business ~~Fan~~in ~~Pass and Friendable apps~~2020, ~~which~~Artist ~~have~~Republik ~~various~~is ~~revenue~~an ~~streams~~innovative, ~~tested~~decentralized ~~for long term and/or recurring monthly viability. The Company has developed an~~music ~~enhanced~~business ~~version~~that ofallows ~~its~~independent ~~Fan~~music ~~Pass~~artists ~~application~~from ~~(v2.0)~~around ~~with~~the ~~improved~~world ~~features~~to ~~and~~take ~~attributes~~more ~~which~~control itof ~~released~~their onown ~~July~~careers 24through networking, ~~2021. This~~centralized ~~upgrade includes all new UI/UX attributes~~resources, ~~upgraded feature sets for artists~~ and ~~fans,~~AI-based anmanagement ~~accelerated artist on boarding process and enhanced dashboard features~~tools. OnThe ~~August~~acquisition 5,is ~~2021~~aimed to solidify the Company’s ~~announced~~now ~~the~~all-encompassing ~~approval~~suite of ~~the~~products ~~Fan~~and ~~Pass~~music ~~v2.0~~services, ~~livestream~~positioning ~~artist platform by both~~ the ~~Apple~~Company ~~App~~as ~~and~~an ~~Google~~all-inclusive ~~Play~~“360” music ~~Stores.~~offering ~~The~~to ~~mobile~~both ~~applications~~music ~~can~~fans ~~be downloaded by users worldwide,~~ and ~~Fan~~music ~~Pass v2~~artists.~~0 is also accessible via desktop and web applications.~~

OnWith ~~August 8, 2019 the Company filed~~ a ~~Designation~~suite of ~~Series~~artist-centric Bservices ~~convertible~~that ~~Preferred~~extend ~~Stock~~livestreaming ~~with~~capabilities ~~the~~and ~~state~~virtual ofperformance ~~Nevada~~options, ~~designating~~this ~~1,000,000 shares~~powerful combination of ~~the~~support ~~Series~~and Bservices ~~Preferred~~offered ~~Stock~~by ~~with~~Fan aPass ~~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~~Artist ~~shares~~Republik ofwill ~~Common~~now ~~Stock.~~include ~~Initially,~~music ~~the~~distribution ~~conversion price~~ for ~~the~~all ~~Series B Preferred Stock is $0.25 per share~~artists, ~~subject~~while tofans ~~standard~~can ~~anti-dilution adjustments. Additionally, each share~~enjoy ofaccess ~~Series B Preferred Stock shall be entitled~~ to, as a ~~dividend,~~variety ~~a pro rata portion~~ of anartist ~~amount~~channels ~~equal~~across todifferent ~~10% (Ten Percent) of the Net Revenues (“Net Revenues” being “Gross Sales” minus “Cost of Goods Sold” as defined in the agreements) derived from the subscriptions and other sales~~genres, ~~but~~exclusive ~~excluding~~live ~~and net of Vimeo fees~~events, ~~processing fees and up sells, generated by Fan Pass Inc.,~~ behind-the ~~wholly~~-~~owned~~scenes ~~subsidiary~~content, ofartist ~~the Corporation. The Series B Dividend shall be calculated and~~merchandising ~~paid on a monthly basis in 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~~more. The ~~holders~~offering ofalso ~~Series~~provides Bartists ~~Preferred~~more ~~stock~~autonomy ~~shall~~and ~~have no~~freedom ~~voting~~over ~~rights.~~their ~~The~~own ~~holders of Series B Preferred stock shall not be entitled to receive any dividends. In the event of any voluntary or involuntary liquidation~~music, ~~dissolution~~ticketing ~~or winding up of the Company or deemed liquidation event~~streams, ~~the~~blog/social ~~holders of shares~~promotion, ofcustom ~~Series~~merchandise Bdevelopment, ~~Preferred~~beats/samples ~~Stock~~sales ~~shall~~and ~~be entitled to be paid the liquidation amount~~more, asall ~~defined~~without ~~out~~being ofsigned ~~the assets of the Company available for distribution~~ to ~~its~~a ~~shareholders,~~record ~~after~~label ~~distributions~~or togiving ~~holders~~up oftheir ~~the Series A Preferred Stock and before distributions~~creative ~~to holders of Common Stock~~rights.

OnEffective ~~November~~July 251, ~~2019~~2021 the Company ~~filed~~increased aits ~~Designation~~authorized ofcommon ~~Series~~shares Cfrom ~~convertible~~1 ~~Preferred~~billion ~~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~~,000) ~~with respect~~ to ~~dividend~~2 ~~rights~~billion ~~and rights upon liquidation~~(2, ~~winding-up or dissolution~~000, ~~rank: (a~~000,000) ~~senior~~of ~~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~~par ~~into~~value ~~common~~each. ~~stock~~On ~~immediately~~March ~~upon~~18, ~~liquidation~~2022 ~~and~~the beCompany ~~pari~~further ~~passu~~increased ~~with~~its ~~the~~authorized common ~~stock~~shares infrom ~~the~~2 ~~event~~billion ~~of litigation), and~~ (b2,000,000,000) ~~junior with respect~~ to ~~dividends~~3 ~~and right of liquidation to all existing and future indebtedness of the Company. The Series~~billion ~~C Preferred Stock does not have any voting rights. Each share of Series C Preferred Stock will carry an annual dividend in the amount of eight percent~~ (8%3,000,000,000) of ~~the Stated Value of~~ $10.000001 ~~(the~~par ~~“Divided~~value ~~Rate”),~~each. ~~which~~On ~~shall~~April ~~be cumulative and compounded daily~~7, ~~payable~~2022 ~~solely upon redemption, liquidation or conversion and increase to 22% upon an event of default as defined. In~~ the ~~event~~ ~~of any default other than the~~ Company’s ~~failure~~again toincreased ~~issue~~its ~~shares~~authorized ~~upon~~common ~~conversion~~shares, ~~the~~this ~~stated~~time ~~price will be $1.50. In~~from ~~the~~3 ~~event~~billion ~~that~~(3,000,000,000) ~~a default event occurs where the Company fails~~ to ~~issue~~5 ~~shares~~billion ~~upon conversion~~(5,000,000,000) ~~the~~of ~~stated price will be~~ $20.~~00. The~~0001 ~~holder~~par ~~shall~~value ~~have~~each. ~~the~~The ~~right~~latter ~~six~~increase ~~months~~has ~~following~~been ~~the~~reflected ~~issuance date, to convert all or any part of the outstanding Series C~~retroactively ~~Preferred~~in ~~Stock into shares of common stock of~~ the ~~Company.~~accompanying ~~The~~consolidated ~~conversion~~balance ~~price shall equal the Variable Conversion Price~~sheet.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 (Unaudited)

1. NATURE OF BUSINESS AND GOING CONCERN

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 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 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 shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted).

In conjunction with the Company’s intention to raise financing of up to $5 million through an offering of up to 500,000 Series D convertible Preferred Stock at the offering price of $10.00 per share, on March 29, 2021 the Company received a Notice of Qualification from the Securities and Exchange Commission indicating approval from the Company to proceed with the offering pursuant to Tier 2 of Regulation A of the Securities Act, which provides exemption from registration of such securities. Each Series D preferred share is convertible, at the option of the holder, at any time, into nonassessable common shares. The conversion right, of 80% of the average closing price reported on OTCMarkets, was initially based through June 30, 2021 on the average closing price of the Company’s common stock for the 20 trading days preceding conversion. Effective July 1, 2021 this basis was amended to the average closing price of the Company’s common stock for the 10 trading days preceding conversion. On April 5, 2021 the Company filed the necessary Certificate of Designation with the state of Nevada to designate 500,000 shares of Series D Preferred stock from the Company’s total authorized and unissued Preferred Stock. Through September 30, 2021, the Company has sold 161,000 Series D convertible Preferred Stock and received cash of $1,610,000. Of these stock sales, a total of 120,476 Series D Preferred shares were subsequently converted to 145,132,420 common shares at an average conversion rate of $0.0111 per common share, resulting in a remaining balance at September 30, 2021 of 40,524 Series D Preferred.

Effective July 1, 2021 the Company increased its authorized common shares from 1 billion (1,000,000,000) to 2 billion (2,000,000,000) of $0.0001 par value each.

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~~March 3031, ~~2021~~2022, the Company has a working capital deficiency of $45,~~336~~135,~~962~~307, an accumulated deficit of $3840,~~539~~506,~~915~~622 and has a stockholder’s deficit of $4,~~336~~112,~~962~~253 and its operations continue to be funded primarily from sales of its stock~~, the issuance of convertible debentures and short-term loans~~. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021~~2022 the Company had a net loss of $~~319~~708,~~262~~197 and a net ~~loss of $1,970,669, respectively, and net~~ cash used in operations ~~for the nine months ended September 30, 2021 and September 30, 2020~~ of $1474,~~843,633 and $260,931, respectively~~561. These factors raise substantial doubt about the Company’s ability to continue as a going 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 continued 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 continue to raise financing through equity sales and ~~the issuance of convertible notes, and~~ to continue to expand its revenue from its FanPass app and ~~seek~~from its new Artist Republik music services business, together with seeking the acquisition of additional compatible businesses that will be beneficial to the Company. 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.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

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 all of its wholly owned subsidiaries. as of March 31, 2022 and as of December 31, 2021. All material intercompany accounts and transactions have been eliminated in ~~consolidation~~the accompanying consolidated financial statements. 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 of America (the “U.S. GAAP”) for interim financial information and include all material adjustments consisting of normal recurring adjustments and non-recurring adjustments which in the opinion of management are necessary for a fair presentation of interim results. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year 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, ~~2020~~2021 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission ~~April 28, 2021~~.

Use of Estimates

The preparation of these statements in accordance with United States generally accepted accounting principles requires management to to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value valuation of assets acquired and liabilities assumed in business combinations, fair value of consideration issued in business combinations, valuation of intangible assets and goodwill, 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.

Revenue Recognition

In accordance with ASC 606, revenue is recognized when 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 satisfied the performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. During the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2021~~2022 the Company derived its ~~only~~ revenue ~~of $1,866 and $4,780, respectively,~~ from monthly subscription fees and merchandising sales from its ~~Friendable and~~ Fan Pass ~~apps~~app, which revenues were recognized when performance ~~received.~~obligations ~~During~~were ~~the~~met; ~~three~~and from annual subscriptions and ~~nine~~music ~~months~~services ~~ended~~provided ~~September 30~~through Artist Republik, ~~2020~~which ~~the~~revenues were ~~Company~~recognized ~~derived~~proportionately ~~revenue~~for ~~primarily~~annual ~~from~~subscriptions, ~~the~~and ~~development~~when ofperformance ~~apps~~obligations were met for amusic ~~third~~services.. ~~party~~At March 31, 2022 the Company recorded deferred income of $~~109~~1,~~500~~785 ~~and~~attributable ~~$319,331,~~to ~~respectively,~~the unused portion of annual subscription fees within ~~which~~current ~~was~~liabilities ~~recognized~~on ~~upon~~the ~~completion~~balance ofsheet. ~~services~~During the three months ended March 31, ~~and~~2021 ~~secondarily~~the Company’s sole revenue source was from subscription fees from ~~the~~its ~~Friendable and~~ Fan Pass ~~apps totaling~~app ~~$1,892~~ and ~~$3,340,~~from ~~respectively,~~merchandising sales which ~~was~~were recognized when received.

Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or record labels and certain round one investors and convertible noteholders (collectively, “Revenue Share Participants”) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an “Artist Pool” equal to 40% of net Fan Pass “Fan Subscriptions” received, in which the “pool” is paid out to individual artists based on fan activity or “Content Views” within an artist’s channel on the Fan Pass app. Additionally, a standard 50% of net merchandise sales (created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or “Mega Stars” who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an “Investor Pool” equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three and nine months ended September 30, 2021 the Company incurred a revenue sharing expense of $920 and $2,124, respectively, and had a revenue share liability of $2,308 at September 30, 2021, which is included in accounts payable and accrued expenses.8

9FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 and 2021 (Unaudited)

~~FRIENDABLE~~Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or ~~INC~~record labels and certain round one investors and convertible noteholders (collectively, “Revenue Share Participants”) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an “Artist Pool” equal to 40% of net Fan ~~NOTES~~Pass TO“Fan ~~THE~~Subscriptions” ~~CONSOLIDATED~~received, ~~FINANCIAL~~in ~~STATEMENTS~~which the “pool” is paid out to individual artists based on fan ~~September~~activity 30or “Content Views” within an artist’s channel on the Fan Pass app. Additionally, ~~2021~~a ~~and~~standard ~~2020~~50% of net merchandise sales (~~Unaudited~~created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or “Mega Stars” who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an “Investor Pool” equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three months ended March 31, 2022 and March 31, 2021 the Company incurred a revenue sharing expense relating to Fan Pass of $418 and $861, respectively, and had a revenue share liability of $2,736 at March 31, 2022, which is included in accounts payable and accrued expenses.

2The Company’s newly acquired Artist Republik business also provides music artists, who have paid their annual subscription fee, revenue sharing opportunities ranging from 100% of all music royalties received 90% of Featured X revenues and a blended average of 17.5% of all other types of music ~~SUMMARY~~revenues OFreceived. ~~SIGNIFICANT~~During ~~ACCOUNTING~~the ~~POLICIES~~three months ended March 31, 2022 the Company incurred a revenue sharing expense on its Artist Republik business segment of $48,624 (on revenues of $64,040) or an average share rate of approximately 76%, which is included in “revenue shares” expense in the consolidated statement of operations., At March 31, 2022 the Company had a revenue share liability relating to Artist Republik of $32,496, which is included in accounts payable and accrued expenses.

Sales and Marketing Costs

The Company’s policy regarding sales and marketing costs is to expense such costs when incurred. During the three and nine months ended September 30, 2021, the Company incurred $127,269 and $393,321 respectively (2020: $30,081 and $82,335) in sales and marketing costs, primarily for social media promotion programs and amortization of deferred expense (see Page 23, Eclectic Artists Series A Preferred stock).

Cash and Cash Equivalents

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

Advertising, Promotion and Marketing Costs

The Company’s policy regarding advertising, promotion and marketing costs is to expense such costs when incurred. During the three months ended March 31, 2022, the Company incurred $134,854 (2021: $55,633) in advertising, promotion and marketing costs, primarily for social media promotion programs and amortization of deferred expense.

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

The 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 partly as part of gain or loss on debt extinguishment and partly included in the gain or loss on change in fair value of derivatives.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

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 Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation. 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 operations over the requisite service period.

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 operations over the requisite service period.

During January 2021, the Company awarded stock options to its 5 employees totaling 5 million common shares vesting quarterly over 2 years and 10 million common shares vesting quarterly over 3 years, both sets of options are exercisable at a price of $0.014 per share. In addition, during January 2021, stock options on 1.5 million common shares, vesting quarterly over 3 years, were issued to a prospective employee, at the exercise price of $0.015 per share. Applying the Black-Scholes valuation method, the total cost of these options is $194,700 and $24,750 respectively, which is being amortized to general and administrative expense over their lifetime. Of this total, the Company incurred a stock option expense of $65,024 for the nine months ended September 30, 2021 (2020: $0).

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. At ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~ 2021, the Company had no accounts receivable and therefore did not have any allowance for doubtful accounts.

Financial Instruments

Financial assets and financial liabilities are recognized in the 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 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

In each of the two years in the period ended December 31, 2020 the Company derived approximately 99% of its revenue from one client by providing certain project based software development services. That project was completed by the end of 2020. Since January 1, 2021 the Company’s sole source of revenue has been minimal receipts from subscribers to the Friendable and Fan Pass apps and from Fan Pass related merchandising sales. There are inherent risks whenever a large percentage of total revenues are concentrated with one primary client. 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 technology and software products and services from other similar clients. Until revenues generated from the Friendable and Fan Pass apps increase significantly the loss of this primary client, or the failure to retain similar clients, will 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 statement of 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.

As of ~~September~~March 3031, ~~2021~~2022, there were approximately 414,~~190~~968,~~838~~279,~~922~~332 potentially dilutive common shares ~~outstanding~~, as follows.

Schedule of Antidilutive Securities

Potential dilutive shares

	88,797,769			Warrants and Stock Options outstanding
	334,317,000			Warrants and Stock Options outstanding
	56,083,822			Common shares issuable upon conversion of convertible debt
	151,478,090			Common shares issuable upon conversion of convertible debt
	3,863,720,412			Common shares issuable upon conversion of Preferred Series A shares
	12,924,358,884			Common shares issuable upon conversion of Preferred Series A shares
	1,136,000			Common shares issuable upon conversion of Preferred Series B shares
	103,170,150			Common shares issuable upon conversion of Preferred Series C shares
	524,189,358			Common shares issuable upon conversion of Preferred Series C shares
	77,930,769			Common shares issuable upon conversion of Preferred Series D shares
	1,102,800,000			Common shares issuable upon conversion of Preferred Series D shares
	4,190,838,922
	14,968,279,332

1110

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 (Unaudited)

2.As ~~SUMMARY~~of OFDecember ~~SIGNIFICANT~~31, ~~ACCOUNTING~~2021, ~~POLICIES~~there were approximately 4,978,285,856 potentially dilutive common shares, as follows.

Potential dilutive shares

	100,464,436			Warrants and Stock Options outstanding
	90,152,420			Common shares issuable upon conversion of convertible debt
	4,361,985,540			Common shares issuable upon conversion of Preferred Series A shares
	1,136,000			Common shares issuable upon conversion of Preferred Series B shares
	252,440,793			Common shares issuable upon conversion of Preferred Series C shares
	172,106,667			Common shares issuable upon conversion of Preferred Series D shares
	4,978,285,856

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.

Reclassifications

Certain amounts in the 2021 statement of operations were reclassified within operating expenses between software development, hosting and support and other software and support fees to conform to the 2022 presentation.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

3. RELATED PARTY TRANSACTIONS AND BALANCES

During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the Company incurred $~~480~~173,~~884~~594 (~~September~~March 3031, ~~2020~~2021: $~~369~~110,~~558~~489) in salaries, stock options and payroll taxes to officers, directors, and other related family employees with such costs being recorded as general and administrative expenses.

During the ~~nine~~three ~~months~~ ended ~~September~~March 3031, ~~2021~~2022, the Company incurred $22180,~~500, $575,~~000, and $4515,000 (~~September~~March 3031, ~~2020~~2021: $33105,000, ~~$332,834,~~ and $4515,000) in ~~app hosting,~~ software development, app hosting and support and office rent to a company with two officers and directors in common with such costs being recorded as ~~app hosting,~~ software development, hosting and support and general and administrative expenses.

As of December 31, 2020, the Company had a stock subscription receivable totaling $4,500 from an officer and director and from a ~~company~~ company with an officer and director in common. This receivable was settled during the 3three months ended March 31, 2021 against the amount payable in accrued salaries to current directors and officers of the Company (see below).

As of ~~September~~March 3031, ~~2021~~2022 accounts payable, related party includes $55120,~~821~~000 (December 31, ~~2020:~~2021 $~~190~~100,~~320~~000) due to a company with two officers and directors in common, and $1,~~138~~288,908 (December 31, ~~2020~~2021: $~~918~~1,~~408~~213,908) payable in salaries to current directors and officers of the Company, which is included in accounts payable and accrued expenses. The amounts are unsecured, non-interest bearing and are due on demand.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

4. CONVERTIBLE DEBENTURES

~~On March~~The ~~26,~~Company ~~2019~~had ~~the~~an ~~Company~~obligation ~~entered~~to ~~into~~issue a ~~Debt~~total ~~Restructuring~~of 105,370,929 ~~Agreement~~common ~~(the~~shares ~~“Agreement”)~~to ~~with~~certain ~~Robert~~convertible A.debenture ~~Rositano~~holders ~~Jr. (“Robert~~relating ~~Rositano”),~~to ~~Dean~~a ~~Rositano~~2019 ~~(“Dean~~convertible ~~Rositano”),~~debentures ~~Frank~~settlement ~~Garcia (“Garcia”), Checkmate Mobile, Inc~~agreement. During ~~(“Checkmate”),~~2020 ~~Alpha~~a ~~019~~total ~~Capital~~of ~~Anstalt (“Alpha”)~~4, ~~Coventry Enterprises~~411,851 ~~LLC~~common ~~(“Coventry”), Palladium~~shares ~~Capital~~were ~~Advisors~~issued, ~~LLC~~leaving ~~(“Palladium”),~~a ~~EMA~~total ~~Financial,~~of ~~LLC (“EMA”)~~100,959,078 ~~Michael~~issuable ~~Finkelstein~~at ~~(“Finkelstein”)~~December 31, ~~and~~ ~~Barbara R~~2020. ~~Mittman~~During ~~(“Mittman”),~~2021 the ~~each~~Company ~~being~~issued a ~~debt~~total ~~holder~~ of ~~the~~97,222,626 ~~Company.~~common ~~Subsequent to March 26~~shares, ~~2019~~leaving ~~Alpha~~a ~~sold all~~total of ~~its~~3,736,452 ~~convertible~~issuable ~~debentures~~at toDecember ~~Ellis~~31, ~~International~~2021 LPand ~~(“Ellis”)~~March 31, 2022.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

4. CONVERTIBLE DEBENTURES

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. Accordingly, the 5,902,589 common shares were recorded as issuable in equity. 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 to issue an additional 36,193,098 shares of common stock and on July 2, 2020 it became obligated to issue an additional 63,275,242 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 in 2019 as an extinguishment of debt for consideration equal to the $2,384,646 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.

Through the final reset date discussed below the Company adjusted 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, 2019	December 31, 2019	June 30, 2020
Volatility	617%	738.1%	293.6%
Risk Free Rate	1.59%	1.6%	.13%
Expected Term	0.66	0.5	0.01

On the second (and final) reset date of July 2, 2020 the Company determined that the total common shares issuable to fully settle this debt amounted to 105,370,930 and a derivative liability no longer exists. The Company recognized a final loss on settlement of $640,821 which represents the difference between the fair value of the 105,370,936 common shares due and the fair value of the derivatives settled.

On September 21, 2020, Ellis International LP (as successor to Alpha Capital Anstalt) submitted a request to drawdown and, on September 29, 2020, was issued 687,355 common shares against its entitlement above and reclassified from issuable shares in the accompanying balance sheet and statement of changes in stockholder deficit.

On November 9, 2020 and on December 9, 2020 Coventry Enterprises requested and was issued 915,000 and 1,262,000 common shares respectively, and on November 23, 2020 Barbara Mittman requested and was issued 1,134,353 (net) common shares against their respective entitlement under the debt settlement agreement, which was reclassified from issuable shares.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

4. CONVERTIBLE DEBENTURES

During the three months ended March 31, 2021 Ellis International LP requested and was issued a total of 28,211,310 common shares, Coventry Enterprises requested and was issued a total of 9,375,000 common shares, and Barbara Mittman requested and was issued a 3,180,000 common shares, all against their respective entitlements under the debt settlement agreement, which were reclassified from issuable shares.

During the three months ended June 30, 2021 Ellis International LP requested and was issued a total of 21,000,000 common shares, Coventry Enterprises requested and was issued a total of 15,500,000 common shares, and Barbara Mittman requested and was issued 6,022,600 common shares, all against their respective entitlements under the debt settlement agreement, which were reclassified from issuable shares.

During the three months ended September 30, 2021 Ellis International LP requested and was issued a total of 16,000,000 common shares. However, Ellis was only entitled to drawdown a total of 8,709,641 common shares to reach its maximum common shares allocation from its convertible debenture. The excess balance of 7,290,359 common shares, which carried a fair value of $91,129 based on the Company’s trading stock price of $0.0125 per share at the drawdown date, has been applied against the outstanding principal of $100,000 on the Ellis convertible note.

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.

~~The following is a summary of activity related to the reset provision derivative liability through the final reset date of July 2, 2020:~~12

Balance, Derivative Liability at December 31, 2019	$	12,778,000
Record obligation to issue additional shares		(13,474,821	)
Loss on settlement of derivative		640,821
Loss on change in fair value of derivative		56,000
Balance, Reset provision derivative liability at December 31, 2020 and September 30, 2021	$	-

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

The following is a summary of Convertible Promissory Notes at ~~September~~March 3031, ~~2021~~2022:

	Issuance	Principal			Accrued		Principal and
	Date	Outstanding			Interest		Accrued interest
J.P.Carey Inc.	May 20, 2020	$	60,000		$	19,767	$	79,767
J.P.Carey Inc.	June 11, 2020		10,000			-		10,000
J.P.Carey Inc.	March 3, 2021		150,000			8,671		158,671
Ellis International LP	October 13, 2020		100,000			9,669		109,669
Anvil Financial Management LLC	January 1, 2021		9,200			550		9,750
Total			329,200		$	38,657	$	367,857
Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes			(80,129	)
Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note			(91,129	)
Less: Unamortized discounts			(65,334	)
Net carrying value: September 30, 2021		$	92,608

	Issuance	Principal			Accrued		Principal and
	Date	Outstanding			Interest		Accrued interest
J.P. Carey Inc.	May 20, 2020	$	60,000		$	26,947	$	86,947
J.P. Carey Inc.	June 11, 2020		10,000			-		10,000

Ellis International LP	October 13, 2020		100,000			14,656		114,656
Anvil Financial Management LLC	January 1, 2021		9,200			917		10,117
Total			179,200		$	42,520	$	221,720
Less: J.P. Carey Inc excess debt conversions to be allocated against other outstanding notes			(80,129	)
Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note			(91,130	)
Less: Unamortized discounts			-
Net carrying value: December 31, 2021		$	7,941

~~FRIENDABLE,~~The ~~INC. NOTES~~following TOis ~~THE~~a ~~CONSOLIDATED~~summary ~~FINANCIAL~~of ~~STATEMENTS September~~Convertible ~~30,~~Promissory ~~2021~~Notes ~~and~~at ~~2020 (Unaudited)~~December 31, 2021:

5. CONVERTIBLE PROMISSORY NOTES

	Issuance	Principal			Accrued		Principal and
	Date	Outstanding			Interest		Accrued interest
J.P.Carey Inc.	May 20, 2020	$	60,000		$	23,396	$	83,396
J.P.Carey Inc.	June 11, 2020		10,000			-		10,000
J.P.Carey Inc.	March 3, 2021		150,000			12,452		162,452
Ellis International LP	October 13, 2020		100,000			12,190		112,190
Anvil Financial Management LLC	January 1, 2021		9,200			736		9,936
Total			329,200		$	48,774	$	377,974
Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes			(80,129	)
Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note			(91,130	)
Less: Unamortized discounts			(25,993	)
Net carrying value: December 31, 2021		$	131,948

The ~~following~~Company isdefaulted aon ~~summary~~two of ~~Convertible~~the ~~Promissory~~J.P. ~~Notes~~Carey atInc. convertible notes by being late with the December 31, 2019 Form 10-K filing on the extended date. One dated May 20, 2020: in the amount of $60,000 and another one dated June 11, 2020 of $10,000, causing the interest rate to increase to 24%.

	Issuance:	Principal			Accrued		Principal and
	Date	Outstanding			Interest		Accrued Interest
J.P. Carey Inc.	March 30, 2017		-		$	20,029	$	20,029
J.P. Carey Inc	May 20, 2020	$	60,000			8,996		68,996
J.P. Carey Inc	June 11, 2020		10,000			-		10,000
Green Coast Capital International	April 6, 2020		10,755			848		11,603
Ellis International LP	October 13, 2020		100,000			2,190		102,190
Trillium Partners LP	December 3, 2020		21,436			258		21,694
Trillium Partners LP	December 8, 2020		27,500			145		27,645
Total		$	229,691		$	32,466	$	262,157
Less: Unamortized discounts			(85,734	)
Net carrying value December 31, 2020		$	143,957

The derivative fair value of the above at March 31, 2022 and at December 31, 2021 is $50,300 and $123,300, respectively.

The derivative fair value of the above at September 30, 2021 and at December 31, 2020 is $237,900 and $1,320,000, respectively.

Further information concerning the above Notes is as follows:

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 LLC 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~~December 3031, 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, which was $20.00 per share, 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, 2020.13

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

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, which was $20.00 per share, 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 December 31, 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 December 31, 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, J.P. Carey converted $1,002 of principal into 120,000 shares of the Company’s common stock at a price of $0.0084 and 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 September 30, 2021 and 2020 (Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

During the year ended December 31, 2020:

J.P. Carey converted $30,930 of principal and $18,020 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 year ended December 31, 2020 Green Coast converted $24,245 of principal into 859,283 shares of 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 ~~December~~ December 31, 2020 ~~and June 30, 2021~~ the assigned note had a principal balance of $10,755 and an accrued interest balance of $848 and $1,275, respectively, which has been accounted for as having a derivative liability due to the variable conversion price. On August 10, 2021 Green Coast exercised its right to convert the principal balance of $10,755 and accrued interest of $1,389 into 3,238,544 common shares in full settlement.

On December 3, 2020 JP Carey assigned $25,000 of the accrued interest balance to Trillium Partners LP. The assignment carried the same conversion rights as the original note. On December 23, 2020 Trillium converted $3,564 of principal, $214 of interest and $1,025 conversion fee into 1,372,200 common stock at an average price of $0.0035. As of December 31, 2020 the assigned note had a principal balance of $21,436 and an accrued interest balance of $258. On January 18, 2021 Trillium converted $8,317 of principal, $310 of interest and $1,025 conversion fee into 2,413,023 common stock at an average price of $0.004 and on January 27, 2021 Trillium converted the remaining balance of $13,119 of principal, $95 of interest and $1,025 conversion fee into 2,819,582 common stock at an average price of $0.00505. As of March 31, 2021 therefore, this assigned note has been fully converted to common shares by Trillium.

As of December 31, 2020 the remaining accrued interest on the original JP Carey note was $20,029.

During the three months ended March 31, 2021 ~~JPCarey~~JP Carey claimed a total of six additional conversions to common stock totaling $120,580, ~~represented~~ represented by $116,080 in accrued interest and $4,500 in conversion fees, and received a total of 22,515,~~748~~059 common shares at an average price of $0.0545 to fully convert the remaining balance on the note. Adjusting for additional interest expense, the Company believes that a cumulative amount of $80,129 has been received by ~~JPCarey~~JP Carey in excess of the remaining balance due. The Company is presently in negotiation with ~~JPCarey~~ JP Carey to apply this excess to additionally retire the two outstanding JP Carey notes of $60,000 and $10,000, together with all or a substantial portion of accrued interest thereon.

~~Green Coast Capital International Securities Purchase Agreement and Convertible Note dated April 8, 2020~~14

~~On April 8~~FRIENDABLE, ~~2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with Green Coast whereby the Company~~ ~~agreed to sell to the holder convertible notes in amounts up to $150,000~~INC. NOTES ~~The~~TO ~~note~~THE ~~holder~~CONSOLIDATED ~~shall~~FINANCIAL ~~be entitled to a pro rata share of 20%~~STATEMENTS ofMarch ~~the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass~~31, ~~Inc.,~~2022 ~~a wholly owned subsidiary of the Company. The pro rata 20% pays out two times the initial investment~~ and ~~continues at 5% for a period of five years.~~2021 (Unaudited)

On April 8, 2020, pursuant to the Securities Purchase Agreement, the Company issued a 0% note to Green Coast 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 $0.02 per share. 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 of October 8, 2020.

Green Coast exercised its conversion right on November 17, 2020 and received 175,000 common shares in full settlement of the outstanding principal.

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 September 30, 2021 and 2020 (Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

On May 20, 2020 the Company issued a 0% interest rate 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 $0.02 per share. 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. of May 20, 2021

The Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $1926,~~767~~947 of interest at the default ~~rate~~ rate of 24% for the period from May 29, 2020 to ~~September~~March 3031, ~~2021~~2022, and the principal balance was $60,000 at March 31, 2022 and December 31, 201.

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 $0.01 per share. 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 of June 11, 2021. The principal balance was $10,000 at March 31, 2022 and December 31, 2021.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

Ellis International LP Convertible Note dated October 13, 2020.

On October 13, 2020, the Company issued a 10% convertible note in the principal amount of $100,000 to Ellis International LP with a maturity date of October 13, 2022 and received cash of $95,000 (net of $5,000 deducted for the noteholder’s legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be 75% of the 3 day VWAP as reported by Bloomberg LP for the 3 trading days preceding conversion. The holder does not have the right to convert the note, to the extent that the holder 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 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 18% per annum and the note becomes immediately due and payable.

At ~~September~~March 3031, ~~2021~~2022 and at December 31, ~~2020~~2021 the outstanding balance on the note was $100,000 principal and $914,~~669~~656 and $212,190 accrued interest, respectively.

During the three months ended ~~September~~December 3031, 2021 Ellis International LP requested and was issued a total of 16,000,000 common shares against its Convertible Debenture settlement (see Note 4). However, Ellis was only entitled to drawdown a total of 8,709,641 common shares to reach its maximum common shares allocation from its settlement. The excess balance of 7,290,359 common shares, which carried a fair value of $91,~~129~~130 at the drawdown date based on the Company’s trading price of $0.0125 on that date, has been applied as an offset against the outstanding principal of $100,000 on the Ellis convertible note pending resolution of this issue with Ellis.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

Trillium Partners LP Convertible Note dated December 8, 2020

On December 8, 2020, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of December 8, 2021 and received cash of $25,000 (net of $2,500 deducted for the noteholder’s legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder 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 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 18% per annum and the note becomes immediately due and payable.

On February 4, 2021 and March 10, 2021 Trillium exercised its right of conversion on a total of $21,000 principal, $222 accrued interest and $2,050 conversion fees, and received a total of 3,784,052 of the Company’s common shares, at an average of $0.00615 per share, leaving an outstanding principal balance of $6,500 and accrued interest of $1,111 at June 30, 2021.

On September 15, 2021 the Company paid off in cash the remaining note liability of $6,500 principal and accrued interest, together with a prepayment penalty of $3,477.

Anvil Financial Management, LLC Convertible Note dated January 1, 2021

On January 1, 2021 Company issued a 8% convertible note in the principal amount of $9,200 to Anvil Financial Management, LLC with a maturity date of July 1, 2021 in payment of introducing financing to the Company. The Note was recorded as a discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.10 per share; and (ii) the Variable Conversion Price, being 60% of the average of the two lowest bid closing trading prices for the common stock during the 10 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.99% of our outstanding common stock.

As additional compensation, Anvil was issued a 5 year warrant to purchase 92,000 of the Company’s common stock at a price of $0.25 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $2,015, but the relative fair value was recorded as a discount as discussed below.

At ~~September~~ 30March 31, 2022 and December 31, 2021 the outstanding balance on the note was $9,200 principal, and ~~$550~~ accrued interest was $917 and $ 736, respectively.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

Trillium Partners LP Convertible Note dated January 22, 2021

On January 22, 2021, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of January 22, 2022 and received cash of $25,000 (net of $2,500 expense deducted for the noteholder’s legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder 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 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 18% per annum and the note becomes immediately due and payable.

On August 16, 2021 Trillium exercised its right of conversion on the $27,500 principal and $1,218 accrued interest, and received a total of 7,557,245 of the Company’s common shares at an average of $0.0038 per share, in full settlement of the note.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

Trillium Partners LP Secured Convertible Note dated March 3, 2021

On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to Trillium Partners LP with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholder’s legal fees). The $15,000 was recorded as debt discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder 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 and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid.

The note, together with accrued interest, may be prepaid prior to maturity at premiums of between 110% and 135%. The Original Issue Discount of $15,000, deducted from note proceeds, is being amortized to interest expense over the 12 month term of the note.

The principal amount and interest is defined under the note agreement as being “Senior ” with priority in right of payment over all other indebtedness of the Company outstanding as of March 3, 2021. In addition, the obligations under the note are secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a Security Agreement.

As further inducement for Trillium to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to Trillium for 30,000,000 fully paid and nonassessable shares of the Company’s common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below.

On September 10, 2021 and September 23, 2021 Trillium exercised its right of conversion on the $150,000 principal and $7,562 accrued interest, and received a total of 31,551,205 of the Company’s common shares, at the rate of $0.005 per share in full settlement of the note.

JP Carey ~~Secured Convertible Note dated March 3, 2021~~

On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to JP Carey Enterprises, Inc. with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholder’s legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder 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 and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

As further inducement for JP Carey to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to JP Carey for 30,000,000 fully paid and nonassessable shares of the Company’s common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below.

At ~~September~~December 3031, 2021 the outstanding balance on the note was $150,000 principal and $812,~~671~~452 accrued interest.

19On February 16, 2022 the Company entered into an Exchange Agreement with JP Carey whereby this Note and all accrued interest, security interest and warrants were fully cancelled and exchanged for 15,000 Series D preferred shares. (See Note 8).

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

5. CONVERTIBLE PROMISSORY NOTES

FirstFire Global Opportunities Fund LLC note dated March 9, 2021

On March 9, 2021, the Company issued a 10% convertible note in the principal amount of $110,000 to FirstFire Global Opportunities Fund LLC with a maturity date of March 9, 2022 and received cash of $88,500 (net of Original Issue Discount of $10,000, a finder’s fee of $10,000 to Primary Capital LLC and $1,500 expense deducted for the noteholder’s legal fees). The Company recorded $20,000 of the fees as discounts and expensed $1,500. The Note is convertible into common stock, subject to Rule 144, at any time after 180 days from the issue date. The Conversion Price shall be equal to the Fixed Price of $0.01 per share. The holder does not have the right to convert the note, to the extent that the holder 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 and failure to comply with the exchange act. In the event of default, the Conversion Price becomes $0.005 per share. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 20% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at a premium of 115%.

As further inducement for FirstFire to agree to the terms of the note, on March 10, 2021 the Company issued 3,500,000 common shares to FirstFire as payment for a commitment fee, which had a fair value of $62,300 at time of issuance, but the relative fair value was recorded as debt discount as discussed below. In addition, on March 9, 2021 the Company issued a 3-year Common Stock Purchase Warrant to FirstFire on 3,500,000 fully paid and nonassessable shares of the Company’s common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $66,500, but the relative fair value was recorded as debt discount as discussed below.

On March 11, 2021, in addition to the above mentioned finder’s fee, Primary Capital LLC was also issued a 3 year Common Stock Purchase Warrant for 1,000,000 fully paid and nonassessable shares of the Company’s common stock at an exercise price of $0.01 per share and a 3 year Common Stock Purchase Warrant on 350,000 fully paid and nonassessable shares of the Company’s common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, the fair value of these Purchase Warrants was $18,000 and $6,300 respectively, but the relative fair value was recorded as debt discount as discussed below.

On September 20, 2021 the Company exercised its right to prepay the note and remitted cash totaling $130,000 to FirstFire, representing the prepayment of $110,000 principal, accrued interest of $5,816 and prepayment penalty of $14,184.

As discussed above, the Company determined that the conversion options embedded in certain convertible debt meet the definition of a derivative liability. The Company estimated the fair value of the conversion options at the date of issuance, and at March 31, 2022, using Monte Carlo simulations and the following range of assumptions:

~~The Company estimated the fair value~~ Schedule of ~~the~~Fair ~~conversion~~Value ~~options at the date~~ of ~~issuance, and at September 30, 2021, using Monte Carlo simulations and the following range of assumptions:~~ Assumptions

Volatility	~~139~~163.9605% – ~~234~~172.9775%
Risk Free Rate	0.0452% – 01.0906%
Expected Term	0.25 – 10.0454

Loss on Conversion of Convertible Notes in the Three Months Ended September 30, 2021

The fair value of common shares issued upon conversion of convertible notes during the three months ended September 30, 2021 was $333,451 based on the quoted trading prices of the Company’s common stock on conversion dates. The total notes and accrued interest converted was $198,648, resulting in a loss on conversion of $134,803 which is included in derivative expense in the accompanying Statement of Operations.

Warrants Issued Related to Notes

The Company recorded a relative fair value of $301,411 for all the warrants issued with Notes or issued as finder’s fees relating to to Notes issued in ~~the three months ended March 31,~~ 2021. The discounts are being amortized over the respective Note terms.

~~The following is a summary of activity related to the embedded conversion options derivative liabilities for the nine months ended September 30, 2021.~~18

Balance, December 31, 2020	$	1,320,000
Initial derivative liabilities charged to operations		1,796,835
Initial derivative liabilities recorded as debt discount		74,165
Gain on settlement of derivatives upon conversion and change in fair value of derivatives		(2,953,100	)
Balance, September 30, 2021	$	237,900

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

20Derivative liabilities

~~FRIENDABLE,~~At ~~INC. NOTES~~March TO31, ~~THE~~2022 ~~CONSOLIDATED~~and ~~FINANCIAL~~December ~~STATEMENTS September 30~~31, ~~2021~~2012 ~~and~~derivative ~~2020 (Unaudited)~~liabilities are summarized as follows:.


Balance , December 31, 2021	$	123,300
Extinguishment of derivative liability on exchange of convertible note for Series D preferred stock		(74,000	)
Change in fair value of remaining derivatives		1,000
Balance, March 31, 2022	$	50,300

Balance, December 31, 2020	$	1,320,000
Initial derivative liabilities charged to operations		1,796,835
Initial derivative liabilities recorded as debt discount		74,165
Gain on settlement of derivatives upon conversion		(134,802	)
Change in fair value of derivatives		(2,932,898	)
Balance, December 31, 2021	$	123,300

6. SHORT TERM LOANS

The Company received short term, interest free, loans of $10,000, $16,000, $15,000 and $20,000 (total $61,000) on July 9, 2020, August 13, 2020, September 2, 2020 and September 28, 2020 respectively, from Joseph Canouse, the provider of the J.P. Carey Inc. convertible promissory notes. The balance was $61,000 at ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021.

7. COMMITMENTS AND CONTINGENCIES

The following summarizes the Company’s commitments and contingencies as of ~~September~~March 3031, ~~2021~~2022:

(12i) 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 of subscribers, the officers are eligible to receive additional bonuses and salary increases. With mutual agreement with the Company, effective August 31, 2020 one of the officers chose early termination of his employment, which reduced the annual commitment for the remaining officers to $300,000.

(ii) Lawsuit Contingency-Integrity Media, Inc.

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. While the court did not strike those responses, 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, as Amended, 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 to be issued in tranches every 30 days or according to the instructions of Integrity, 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. However, at the date of this filing both the $30,000 cash payment has not been made and the preferred shares have not been returned.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

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 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 share 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 the 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 $1.00. It was determined by the Company that its liability was $1,005,000 ($750,000 plus a premium of $255,000), in accordance with ASC 480.

On August 28, 2020 Integrity requested and was issued 750,000 common shares, which Integrity advised the Company realized $16,625 when sold. Accordingly, at December 31, 2020 the Company reduced its liability payable in common stock from $1,005,000 to $988,375.

On October 14, 2020 the Company filed a “Declaration” with the Santa Clara County Courts challenging Integrity’s future ability to convert additional shares based on “Stock Market Manipulation” designed to harm the Company’s share price, valuation and number of shares issuable to Integrity following its sales. Additionally, the Company contended that Integrity disregarded the volume limitation set forth in its settlement for the Company’s thinly traded securities and caused a potential third party capital investment of $150,000 to be rescinded. The court agreed with the Company’s declaration that Integrity should have filed a motion so the Company would have the opportunity to present all arguments and evidence in opposition to deny Integrity’s application to enter judgment. On June 29, 2021 Integrity Media’s attempt to again obtain a motion for entry and enforcement of the judgement was denied in favor of an entirely separate lawsuit, if any, to be brought to try to resolve any disputes with either the original settlement agreement or with the entry of stipulated judgement itself. The matter therefore continues, unresolved.

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited)

7. COMMITMENTS AND CONTINGENCIES

(iii) Lawsuit Contingency- Infinity Global Consulting Group Inc

Infinity Global Consulting Group Inc. had previously filed a default judgement on May 29, 2018 in the 11th Judicial Circuit, Miami-Dade County, Florida court alleging that it was owed a services fee of $97,000, plus an entitlement to a warrant to purchase 5 million of the Company’s common shares at $0.03 per share. The Company believes that this claim is without merit since service on the Company was defective and the Company never received an actual notice of the lawsuit. Accordingly, on November 16, 2020 the Company filed a motion to set aside the default judgement. At the date of this filing, the motion still awaits a hearing. ~~and~~An no accrued expense of $97,000 at ~~September~~March 31, 2022 30and at December 31, 2021 has been established.

(iv) Claim asserted by StockVest

On March 11, 2021 the Company received claims asserted by StockVest for (a) the issuance of 1,054,820 common shares (market value of approximately $19,000) representing anti-dilution stock as additional compensation for services provided to the Company pursuant to a certain Consulting, Public Relations and Marketing Letter Agreement dated July 6, 2017, and (b) because said additional stock had not been issued by the Company, StockVest asserted an additional claim for liquidated damages of $155,000. The Company believes that these asserted claims are without merit. Accordingly, no accrued expense at ~~September~~either 30March 31, 2022 or December 31, 2021 has been established for these claims.

COVID-19 Disclosure

The coronavirus pandemic has at times adversely affected the Company’s business and is expected to continue to adversely affect certain aspects of our merchandise offerings and custom artist collections of merchandise specifically. This impact on our operations, supply chains and distribution systems may also impair our ability to raise capital. There is uncertainty around the duration and breadth of the COVID-19 pandemic and, as a result, uncertainty on the ultimate impact on our business. Such impact on the Company’s financial condition and operating results cannot be reasonably estimated at this time, since the extent of such impact is dependent on future developments, which are highly uncertain and cannot be predicted.

~~8. COMMON AND PREFERRED STOCK~~20

~~Common~~FRIENDABLE, ~~Stock:~~INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 and 2021 (Unaudited)

~~During~~8. ~~the~~PREFERRED ~~year~~AND ~~ended~~COMMON ~~December 31, 2020, the Company:~~STOCK

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.

Issued 7,005,855 shares of common stock on conversion of $127,524 of convertible notes, and accrued interest, at a fair value of the shares of $215,015, based on the quoted trading price on the conversion dates resulting in a loss on extinguishment of $87,491.

Issued 5,736,333 shares of common stock and recorded the obligation to issue a further 506,667 common shares, collectively valued at $552,050 based on the quoted price on the grant dates, in payment for services primarily to music artists providing live performances for the July 24, 2020 launch of the Fan Pass app.

Recorded the obligation to issue 36,193,098 and 63,275,243 additional shares of common stock based on the first and second reset dates in accordance with the debt restructuring agreement (See note 5).

Issued 750,000 common shares to Integrity Media pursuant to the Company’s settlement agreement, which Integrity Media advised had a realized value of $16,625.

Issued 7,196,264 common shares to parties where the original liability required the obligation to record such shares as issuable.

Issued 54,076 common shares to the Company’s founder upon conversion of 3 Series A Preferred Shares to meet their personal commitment to transfer certain common shares to the investors.

Recorded the obligation to issue 2,250,000 common shares in consideration for $60,000 received in cash.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020

(Unaudited)

8. COMMON AND PREFERRED STOCK

Issued 26,527,179 common shares upon conversion of Series C preferred stock having a value of $353,678.

During the three months ended March 31, 2021, the Company:

Issued 31,532,405 shares of common stock to two convertible note holders for partial conversion of an aggregate of $167,743 of the notes and accrued interest at an average price of approximately $0.0053.

Granted 3,500,000 shares of common stock to a noteholder as a commitment fee valued at its relative fair value of $11,924.

Issued, from issuable, an additional 40,766,310 shares of common stock based on the second reset date of July 2, 2020 in accordance with the debt restructuring agreement (See Note 5).

Issued a total of 5,500,894 common shares on conversion of 23,500 Preferred Series C shares having a redemption value of $36,190, including accrued dividend, plus a premium of $14,399, for an aggregate of $50,589.

Settled the common stock subscription receivable of $4,500 against the amount payable in accrued salaries to current directors and officers of the Company.

During the three months ended June 30, 2021, the Company:

Issued a total of 42,522,600 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares.

Issued 11,496,360 common shares upon conversion of Series C preferred stock having a value of $137,553.

Issued 2,555,738 common shares upon conversion of 50 Series A preferred stock

Issued 31,029,932 common shares upon conversion of 44,970 Series D preferred stock

During the three months ended September 30, 2021, the Company:

Issued a total of 8,709,641 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares.

Issued 7,290,359 common shares to a convertible debenture holder in excess of their entitlement valued at $91,129 , which will be offset against a separate convertible note also issued to that holder.

Issued 17,799,687 common shares upon conversion of Series C preferred stock having a book value of $162,654.

Issued 4,928,511 common shares upon conversion of 52 Series A preferred stock

Issued 114,102,488 common shares upon conversion of 75,506 Series D preferred stock

Issued 42,352,994 common shares with a fair value of $333,451 upon conversion of convertible notes with bifurcated derivatives and accrued interest, resulting in a loss on conversion of $134,803 which is included in derivative expense.

Issued 2,000,000 common shares in payment of services valued at a total of $17,400 based on the quoted trade price of $0.0087 on the grant date.

For sales of Series D preferred stock see page 26.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020

(Unaudited)

8. COMMON AND PREFERRED STOCK

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 (Through June 30, 2021 “Qualified Financing” was defined as the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $2,500,000. Effective July 1, 2021 this was amended so that “Qualified Financing” is now defined as the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $10,000,000.). 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. 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 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 June 30, 2020.

During the six months ended 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 has amortized a total of $97,010 as sales and marketing expense for the period through June 30, 2021, which includes amortization of $44,793 for the six months ended June 30, 2021 (2020 $6,682). 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, returned an aggregate of 118 Series A Preferred shares to the Company’s treasury.

On May 6, 2021 50 Series A Preferred shares held by a third party were converted to 2,555,738 common shares. After this conversion the total issued and outstanding Series A Preferred shares were reduced ~~from 19,786~~ to 19,736.

On September 2, 2021 52 Series A Preferred shares held by a third party were converted to 4,928,511 common shares. After this conversion the total issued and outstanding Series A Preferred shares were further reduced ~~from 19,736~~ to 19,684.

On October 11, 2021 50 Series A Preferred shares held by a third party were converted to 7,519,927 common shares. After this conversion B:the total issued and outstanding Series A Preferred shares were further reduced to 19,634.

On August 8, 2019 the Company 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 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. 21

24FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 and 2021 (Unaudited)

~~FRIENDABLE,~~Series ~~INC.~~B

~~NOTES~~On TOAugust ~~THE~~8, ~~CONSOLIDATED~~2019 ~~FINANCIAL~~the ~~STATEMENTS~~Company 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 $0.25 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” as defined in the agreements) 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 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. 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. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25.

~~September~~Series ~~30, 2021 and 2020~~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: (~~Unaudited~~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 Series C Preferred Stock does not have any voting rights. Each share of 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 event of any default other than the Company’s failure to issue shares upon conversion, the stated price will be $1.50. In the event that a default event occurs where the Company fails to issue shares upon conversion, the stated price will be $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 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 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 shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted).

8Due to the mandatory redemption feature, Series C convertible preferred shares are reflected as a current liability. Furthermore, because these shares are convertible at 71% of the common shares market price around the time of the conversion ~~COMMON~~date, ~~AND~~they ~~PREFERRED~~are ~~STOCK~~treated as a stock settled debt under ASC 480 with a premium recorded and charged to interest expense for each issuance. In addition, the Company records a cumulative dividend to the mandatorily redeemable Series C preferred liability with a charge to interest expense since this liability must be reflected at redemption value.

~~During~~As ~~the~~of ~~year~~June ~~ended December 31~~30, ~~2019~~2020, the Company ~~entered~~has ~~into~~revalued ~~Security~~the ~~Purchase~~shares ~~Agreements~~and ~~with~~premiums ~~various~~at ~~investors~~the ~~for~~stated value of $1.50 per share in accordance with the ~~purchase~~events ofdiscussed ~~205~~below. On May 29,~~000~~ ~~shares~~2020 ~~Series~~the BCompany ~~convertible~~defaulted ~~Preferred~~on ~~stock~~the ~~and~~shares ~~received~~by ~~$205,000~~being inlate ~~cash.~~with ~~Each~~the ~~Series~~filing Bof ~~Preferred~~the ~~share~~Form is10-K, ~~convertible~~thereby increasing ~~into~~the 4dividend ~~shares~~rate ofto ~~common~~22% ~~stock~~and ~~valued~~the atstated value to $01.2550 per share.

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 $0.25.22

~~Series~~FRIENDABLE, C:INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 and 2021 (Unaudited)

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 Series C Preferred Stock does not have any voting rights. Each share of 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 event of 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 be $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 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 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 shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or 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.

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 as of June 30,2020 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.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020

(Unaudited)

8. COMMON AND PREFERRED STOCK

During the three months ended September 30, 2020 the holder of the Series C converted 62,500 Series C shares to 3,822,958 common shares for a redemption value of $96,750 including accrued dividends plus premium of $38,292, which totaled $135,042 recorded into equity.

During the three months ended December 31, 2020 a holder of the Series C converted 101,300 Series C shares to 22,704,221 common shares for a redemption value of $218,655 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended December 31,2020 a total of 149,600 shares of Series C convertible preferred stock were issued to two investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $136,000 cash and premiums totaling $60,302 were recorded during this period with respect to these issuances. At December 31, 2020 the remaining liability totals $285,605, represented by a remaining balance of $184,850 in redeemable Series C stock, together with the related premium of $74,701 and accrued dividends of $26,054.

During the three months ended March 31, 2021 a holder of the Series C converted 23,500 Series C shares to 5,500,894 common shares for a redemption value of $50,589 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended March 31, 2021 a total of 296,450 shares of Series C convertible preferred stock were issued to two investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $269,350 cash and premiums totaling $121,084 were recorded during this period with respect to these issuances. At March 31, 2021 the remaining liability totals $634,143 represented by a remaining balance of $446,050 in redeemable Series C stock, together with the related premium of $181,385 and accrued dividends of $6,708.

During the three months ended June 30, 2021 the Company elected to redeem and cancelled 36,300 Series C shares through the payment of $50,938, which represented 135% of the outstanding principal of $36,300 and accrued dividend of $1,432. A holder of the Series C converted 84,700 Series C shares to 11,496,360 common shares for a redemption value of $137,553 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended June 30, 2021 a total of 92,125 shares of Series C convertible preferred stock were issued to an investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $83,750 cash and premiums totaling $37,629 were recorded during this period with respect to these issuances. At June 30, 2021 the remaining liability totals $597,490 represented by a remaining balance of $417,175 in redeemable Series C stock, together with the related premium of $169,550 and accrued dividends of $10,765.

During the three months ended September 30, 2021 the Company elected to redeem and cancelled 58,850 Series C shares through the payment of $82,408, which represented 135% of the outstanding principal of $58,850 and accrued dividend of $2,192. A holder of the Series C converted 95,700 Series C shares to 17,799,687 common shares for a redemption value of $162,654 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended September 30, 2021 a total of 178,750 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 $162,500 cash and premiums totaling $73,011 were recorded during this period with respect to these issuances. At September 30, 2021 the remaining liability totals $633,590 represented by a remaining balance of $441,375 in redeemable Series C stock, together with the related premium of $179,435 and accrued dividends of $12,780.

During the three months ended December 31, 2021 86,625 shares of Series C convertible preferred stock were issued to an investor under a preferred stock purchase agreement, at a price of approximately $0.91 per share. Cash of $78,750, a discount of $7,875 and a premium expense of $35,382 were recorded during this period with respect to this issuance. A holder of the Series C converted 62,625 Series C shares to 21,248,239 common shares for a redemption value of $90,709 including accrued dividends, plus premium, recorded into equity.

During the three months ended March 31, 2022 59,125 shares of Series C convertible preferred stock were issued to an investor under a preferred stock purchase agreement, at a price of approximately $0.91 per share. Cash of $53,750, a discount of $5,375 and a premium expense of $24,150 were recorded during this period with respect to this issuance. A holder of the Series C converted a total of 208,250 Series C shares to 207,382,158 common shares for a redemption value of $301,640 including accrued dividends, plus premium, recorded into equity

At March 31, 2022 the remaining liability totals $463,284 represented by a remaining balance of $316,250 in redeemable Series C stock, together with the related premium of $128,328 and accrued dividends of $18,706.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

Series D

In conjunction with the Company’s intention to raise future financing of up to $5 million through an offering of up to 500,000 ~~Series~~ Series D convertible Preferred Stock at the offering price of $10.00 per share, on March 29, 2021 the Company received a Notice of Qualification from the Securities and Exchange Commission indicating approval from the Company to proceed with the offering pursuant to Tier 2 of Regulation A of the Securities Act, which provides exemption from registration of such securities. Each Series D preferred share is convertible, at the option of the holder, at any time, into nonassessable common shares at 80% of the average closing price reported on OTCMarkets (a) for the 20 trading days preceding conversion through June 30, 2021 and (b) for the 10 trading days preceding conversion effective July 1, 2021. On April 5, 2021 the Company filed the necessary ~~Certificate~~ Certificate of Designation with the state of Nevada to designate 500,000 shares of Series D Preferred stock from the Company’s ~~total~~ total authorized and unissued Preferred Stock.

Each Series D preferred share is convertible, at the option of the holder, at any time, into nonassessable common shares (a) at 80% of the average closing price reported on OTC Markets for the 20 trading days preceding conversion through June 30, 2021, (b) as amended, at 80% of the average closing price reported on OTC Markets for the 10 trading days preceding conversion effective July 1, 2021,and (c) as amended as amended, at 50% of the lowest closing price reported on OTC Markets for the 10 trading days preceding conversion effective March 3, 2022

During the three months ended June 30, 2021 the Company received a total of $850,000 from the sale of 85,000 Series D Convertible Preferred Stock, and incurred offering costs of $31,309. In addition, during that period 44,970 Series D Preferred shares were subsequently converted to 31,029,932 common shares at an average conversion rate of $0.01449 per common share, resulting in a remaining balance at June 30, 2021 of 40,030 Series D Preferred.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020

(Unaudited)

8. COMMON AND PREFERRED STOCK

During the three months ended September 30, 2021 the Company received a total of $760,000 from the sale of 76,000 Series D Convertible Preferred Stock. In addition, during that period 75,506 Series D Preferred shares were subsequently converted to 114,102,488 common shares at an average conversion rate of $0.00662 per common share, resulting in a remaining balance at September 30, 2021 of 40,524 Series D Preferred.

During the three months ended December 31, 2021 the Company received a total of $250,000 from the sale of 25,000 Series D Convertible Preferred Stock. In addition, during that period 13,892 Series D Preferred shares were subsequently converted to 26,574,626 common shares at an average conversion rate of $0.00523 per common share, resulting in a remaining balance at December 31, 2021 of 51,632 Series D Preferred.

During the three months ended March 31, 2022 the Company received a total of $246,200 from the sale of 24,620 Series D Convertible Preferred Stock. In addition, during that period the Company issued 15,000 Series D Convertible Preferred Stock to a holder of a convertible note with principal outstanding of $150,000 in exchange for the cancellation of that note and accrued note interest. The Company recognized a gain on this exchange equal to $81,707, which consists of the settlement of accrued interest of $14,384 and settlement of the derivative liability of $74,000, offset by interest expense of $6,667 incurred in 2022 up to the exchange date of February 16, 2022. Further, during that period 41,626 Series D Preferred shares were subsequently converted to 517,006,635 common shares at an average conversion rate of $0.000805 per common share, resulting in a remaining balance at March 31, 2022 of 49,626 Series D Preferred.

COMMON STOCK:

Effective July 1, 2021 the Company increased its authorized common shares from 1 billion (1,000,000,000) to 2 billion (2,000,000,000) of $0.0001 par value each. On March 18, 2022 the Company further increased its authorized common shares from 2 billion (2,000,000,000) to 3 billion (3,000,000,000) of $0.0001 par value each. On April 7, 2022 the Company again increased its authorized common shares, this time from 3 billion (3,000,000,000) to 5 billion (5,000,000,000) of $0.0001 par value each. The latter increase has been reflected retroactively in the accompanying consolidated balance sheet.

During the year ended December 31, 2021, the Company:

Issued 73,885,399 shares of common stock to convertible note holders for the conversion of an aggregate of $718,954 of the notes and accrued interest at an average price of approximately $0.0097 per share.

Granted 3,500,000 shares of common stock to a noteholder as a commitment fee valued at its relative fair value of $11,924.

Issued a total of 97,222,628 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares.

Issued 7,290,359 common shares to a convertible debenture holder in excess of their entitlement valued at $91,129, which will be offset against a separate convertible note also issued to that holder.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

Issued a total of 56,045,180 common shares on conversion of 314,575 Preferred Series C shares, accrued dividend of $12,093 plus a premium of $114,839, for an aggregate of $441,507 at an average price of approximately $0.0079 per share.

Settled the common stock subscription receivable of $4,500 against the amount payable in accrued salaries to current directors and officers of the Company.

Issued 15,004,178 common shares upon conversion of 152 Series A preferred stock

Issued 171,707,042 common shares upon conversion of 134,368 Series D preferred stock.

Issued 2,000,000 common shares in payment of services valued at a total of $17,400 based on the quoted trade price of $0.0087 on the grant date.

Recorded the issuance of 20,000 common shares not previously recognized

During the three months ended March 31, 2022, the Company:

Issued 176,986,025 common shares, valued at $ 637,150, to certain third parties as initial consideration to acquire the underlying Artist Republik business and related technology, trademarks and customer lists from Artist Republik, Inc.

Issued 207,382,158 common shares on conversion of 208,259 Series C preferred stock plus accrued dividends, valued $301,640.

Issued 517,006,635 shares of common stock on conversion of 41,626 Series D preferred stock at a conversion value of $416,260.

Issued 50,000,000 shares of common stock on the cashless exercise of 100,000,000 warrants related to a convertible note, which had a Black Scholes valuation of $332,999 recorded as a deemed dividend.

9. SHARE PURCHASE WARRANTS

Activity in ~~2021~~the three month ended March 31, 2022 is as follows:

Schedule of Warrant Activity

Common stock warrants

	Number of			Weighted Average			Weighted Average
	Warrants			Exercise Price $			Remaining Life (Years)
Balance outstanding, December 31, 2020		60,908			72.00			0.3
Balance outstanding, December 31, 2021		66,817,000			0.0067			3.74
Expired		(60,908	)		(72.00	)		(0.3	)
Granted		1,000,000			0.01			4.93
Granted		65,567,000			0.0065			4.18
Cancelled warrants		(30,000,000	)
Balance outstanding, September 30, 2021		65,567,000		$	0.0065			4.18
Rachet adjustment		270,000,000
Warrants exercised		(100,000,000	)
Balance outstanding, March 31, 2022		207,817,000

~~Preferred~~ Series D warrants

	Number of		Weighted Average		Weighted Average
	Warrants		Exercise Price $		Remaining Life (years)
Balance outstanding, December 31, 2020		-		-		-
Balance outstanding, December 31,2020		-		-		-
Granted		3,500		10.00		4.1843
Balance outstanding, September 30, 2021		3,500		10.00		4.18
Balance outstanding, December 31,2021		3,500		10.00		4.43
Balance outstanding, March 31, 2022		3,500		10,00		4.13

The Preferred Series D warrants, when exercised at the price of $10.00 per share, as amended, are then convertible to common shares at 8050% of the Company’s ~~average~~ lowest closing stock price over 10 trading days prior to conversion~~, which would equal 6,730,769 common shares at September 30, 2021~~.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

On January 1, 2021 the Company issued warrants to Anvil Financial Management LLC to purchase up to 92,000 shares of the Company’s common stock (the “Warrants”) in part consideration for providing financing advice. The warrants are exercisable at any time on or after the date of issuance at the price of $0.25 per share and entitles Anvil to purchase the Company’s common stock for a period of up to 5 years from January 1, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants Issued Related to Notes”.

On March 9, 2021 the Company issued warrants to First Fire Global Opportunities Fund LLC to purchase up to 3,500,000 shares of the Company’s common stock (the “Warrants”) in connection with providing the Company with financing through a Convertible Promissory Note with the principal value of $110,000. The warrants are exercisable at any time on or after the date of issuance at the price of $0.025 per share and entitles First Fire to purchase the Company’s common stock for a period of up to 3 years from March 9, 2021.

On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants issued related to Notes”.

On March 11, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,350,000 shares of the Company’s common stock (the “Warrants”) in part consideration as a finder’s fee in introducing First Fire to the Company. Warrants on 350,000 common shares are exercisable at any time on or after the date of issuance at the price of $0.025 per share and entitles the holder to purchase the Company’s common stock for a period of up to 3 years from March 11, 2021. Warrants on 1,000,000 common shares are exercisable at any time on or after the date of issuance at the price of $0.01 per share and also entitles the holder to purchase the Company’s common stock for a period of up to 3 years from March 11, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants Issued Related to Notes”.

On March 3, 2021 the Company issued warrants to JP Carey Enterprises, Inc. to purchase up to 30,000,000 shares of the Company’s common stock (the “Warrants”) in connection with providing the Company with financing through a Convertible Promissory Note with the principal value of $150,000. The warrants are exercisable at any time on or after the date of issuance at the price of $0.005 ~~per~~ per share and entitles JPCarey to purchase the Company’s common stock for a period of up to 5 years from March 3, 2021. On the initial ~~measurement~~ measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants issued related to Notes”. On February 16, 2022 the Company entered into an Exchange Agreement with JP Carey whereby this Note and all accrued interest, security interest and warrants were fully cancelled and exchanged for 15,000 Series D preferred shares (see subsequent events footnote)..

27On March 3, 2021 the Company issued warrants to Trillium Partners LP to purchase up to 30,000,000 shares of the Company’s common stock (the “Warrants”) in connection with providing the Company with financing through a Convertible Promissory Note with the principal value of $150,000. The warrants are exercisable at any time on or after the date of issuance at the price of $0.005 per share, subject to full ratchet price protection, and entitles Trillium to purchase the Company’s common stock for a period of up to 5 years from March 3, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants issued related to Notes”.

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020

(Unaudited)

9. SHARE PURCHASE WARRANTS

On March 3, 2021 the Company issued warrants to Trillium Partners LP to purchase up to 30,000,000 shares of the Company’s common stock (the “Warrants”) in connection with providing the Company with financing through a Convertible Promissory Note with the principal value of $150,000. The warrants are exercisable at any time on or after the date of issuance at the price of $0.005 per share and entitles Trillium to purchase the Company’s common stock for a period of up to 5 years from March 3, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 “Warrants issued related to Notes”.

On May 6, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 2,500 shares of the Company’s Series D Preferred stock (the “Warrants”) in part consideration as a finder’s fee in connection with the purchase by FirstFire of 25,000 Series D Preferred stock. Warrants on 2,500 Series D Preferred stock common shares are exercisable at any time on or after the date of issuance at the price of $10.00 per share and entitles the holder to purchase the Company’s Series D Preferred stock for a period of up to 5 years from May 6, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was $25,000. However, there is no accounting entry since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering.

On August 9, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,000 shares of the Company’s Series D Preferred stock (the “Warrants”) in part consideration as a finder’s fee in connection with the purchase by FirstFire of 10,000 Series D Preferred stock on July 23, 2021. Warrants on 1,000 Series D Preferred stock common shares are exercisable at any time on or after the date of issuance at the price of $10.00 per share and entitles the holder to purchase the Company’s Series D Preferred stock for a period of up to 5 years from August 9, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was $10,000. However, there is no accounting entry since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering.

FRIENDABLE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022 and 2021
(Unaudited)

On September 10, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 625,000 shares of the Company’s common stock (the “Warrants”) in part consideration as a finder’s fee in connection with the purchase by FirstFire of 12,500 Series D Preferred stock on August 31, 2021. Warrants on 1,000 Series D Preferred stock common shares are exercisable at any time on or after the date of issuance at the price of $10.00 per share and entitles the holder to purchase the Company’s Series D Preferred stock for a period of up to 5 years from September 10, 2021. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was $6,250. However, there is no accounting entry since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering.

On October 7, 2021 and November 1, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 625,000 and 625,000 shares, respectively, of the Company’s common stock (the “Warrants”) in part consideration as a finder’s fee in connection with the purchase by FirstFire of a total of 25,000 Series D Preferred stock, at an exercise price of $0.01 per share. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was $4,288 and $2,813 respectively. However, there is no accounting entry since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering.

On January 10, 2022, March 22, 2022 and March 31, 2022 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 500,000, 250,000 and 250,000 shares, respectively, of the Company’s common stock (the “Warrants”) in part consideration as finder’s fees in connection with the purchase of Series D Preferred stock, at an exercise price of $0.01 per share. However, there is no accounting entry to record the Black Scholes valuations since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering.

On March 22, 2022 Trillium Partners LP exercised the full ratchet price protection provisions available under its original March 3, 2021 30 million common stock warrant, such that the warrant escalated to a total of 300 million common shares, of which 150 million common shares could be exercised on a cashless basis. On March 28, 2022 Trillium Partners LP submitted an exercise notice on 100 million of the 300 million reset warrants, and claimed 50 million cashless common shares, which were issued by the Company on March 30, 2022. The Black-Scholes valuation of the difference between the warrant before and after the rachet was $323,999, which was recorded as a deemed dividend.

10. STOCK-BASED COMPENSATION

	Number of Stock		Weighted Average Exercise Price		Weighted Average Remaining Life
	Options		$		(Years)
Balance outstanding, December 31, 2020		-		-		-
Granted		16,500,000	$	0.0141		2.0
Balance outstanding, September 30, 2021		16,500,000	$	0.0141		2.0

Schedule of Stock Based Compensation

	Number of Stock		Weighted Average Exercise Price		Weighted Average Remaining Life
	Options		$		(Years)
Balance outstanding, December 31, 2020		-		-		-
Granted		16,500,000	$	0.0141		1.65
Balance outstanding, December 31, 2021		16,500,000	$	0.0141		1.65
Granted		40,000,000		0.0150		2.00
Balance outstanding, March 31, 2022		56,500,000		0.0142		1.84

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.

There are 7 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of 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~~ 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~~December 3031, 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 (Note 1) which eliminated all the options which were previously outstanding.

During January, 2021 the Company awarded stock options to its 5 employees totaling 5 million common shares vesting quarterly over 2 years and 10 million common shares vesting quarterly over 3 years, both sets of option are exercisable at a price of $0.014 per share. In addition, during January, 2021 stock options on a further 1.5 million common shares were granted, vesting quarterly over 3 years at the exercise price of $0.015 per share. Applying the Black-Scholes valuation method, the total cost of these options is $194,700 and $24,750 respectively, which is being amortized to general and administrative expense over their ~~lifetime~~vesting periods. Of this total, the Company incurred a stock option expense of $6587,~~024~~042 for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2021 (2020: $0).

2827

FRIENDABLE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 and 2021 (Unaudited)

~~NOTES~~On TOMarch ~~THE~~3, ~~CONSOLIDATED~~2022 ~~FINANCIAL~~the ~~STATEMENTS~~Company granted stock options to 2 music consultants of 20 million common shares each vesting quarterly over 2 years, exercisable at a price of $0.015 per share. Applying the Black-Scholes valuation method, the total cost of these options is $58,000 which is being amortized to general and administrative expense over their vesting periods. Of this total, the Company incurred a stock option expense of $2,417 for the three months ended March 31, 2022 (2021: $0).

September 30, 2021 and 2020

(Unaudited)

11. 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

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

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.

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

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~~subjective.

11. FAIR VALUE MEASUREMENTS

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~~March 3031, 2022 and December 31, 2021 there were derivatives measured at fair value on a recurring basis (see note 5) presented on the Company’s balance sheet, as follows:

Liabilities at Fair Value:

~~September~~March 3031, ~~2021~~2022

Level 1

Level 2

Level 3

Total

Embedded conversion options derivative liabilities

~~237~~50,~~900~~300

29December 31, 2021

		Level 1				Level 2				Level 3				Total
Embedded conversion options derivative liabilities			-				-			$	123,300			$	123,300

FRIENDABLE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 (Unaudited)

~~(Unaudited)~~12. BUSINESS ACQUISITION

12On January 5, 2022, the Company completed its acquisition of substantially all of the assets of Artist Republik, Inc. (“Artist Republik”). Artist Republik ~~SUBSEQUENT~~is ~~EVENTS~~a subscription service specifically created for music artists to obtain music distribution on certain digital platforms (such as Spotify and Apple Music) and receipt of royalties from those platforms, together with providing a marketplace to purchase beats, obtain enhanced audio production and purchase access to playlists. Its decentralized platform allows independent music artists from around the world to take control of their own careers through networking, centralized resources, and AI-based management tools. Artist Republik has attracted approximately 100,000 artists to its offerings and has operating revenues from the sales of services. The acquisition substantially adds to the range of music services available and offered to music artists by Fan Pass.

~~Subsequent to~~At ~~September~~closing, 30the Company issued 176,986,025 ~~2021~~shares of the Company’s ~~received~~common ~~$250,000~~stock ~~from~~to Artist Republik and certain creditors of Artist Republik. At the ~~sales~~end of 2512 months following the Closing,~~000~~ ~~Series~~in Dthe ~~Convertible~~event ~~Preferred~~the ~~Stock~~number of shares issued to Seller at ~~$10.00~~the ~~per~~Closing has been diluted below 25% of the total outstanding ~~share.~~common Inshares ~~connection~~as ~~with~~of ~~these~~such ~~sales~~date, the Company ~~paid~~shall ~~Primary~~issue ~~Capital~~to ~~finder’s~~the ~~fees~~Seller ~~totaling~~that ~~$12,500~~additional ~~and~~number of shares necessary so that the number of shares issued 5to ~~year~~Seller is not less than 25% of the then-total issued and outstanding shares of the Company. For a period of 12 months ~~Warrants~~from onthe 1Closing Date,~~250,000~~ ~~common~~the holders of the shares atissued anpursuant ~~exercise~~to ~~price~~the Acquisition Agreement shall be limited to selling not more than 10% of ~~$0.01~~the ~~per~~average ~~share~~daily trading volume, in the aggregate, on any given trading day.

~~Subsequent to~~The ~~September~~Company ~~30,~~acquired ~~2021~~all of ~~the~~Artist ~~Company~~Republik’s ~~issued~~customer 5lists,~~224~~ customers,~~075~~ ~~common~~back-end ~~shares~~processes, toname, ~~the~~trademarks, ~~holder~~internet ofdomains ~~convertible~~and ~~debentures,~~other ~~which~~things ~~were~~necessary to ~~recorded~~carry ason ~~reclassifications from~~the ~~issuable~~business toof ~~issued~~Artist ~~common shares~~Republik.

~~Subsequent~~The toCompany’s ~~September~~preliminary estimate ~~30,~~of ~~2021~~the fair value of the ~~Company issued~~purchase 7consideration was $1,~~519~~047,~~927~~150, ~~common~~consisting of $637,150 for the initial shares, based on ~~conversion~~the closing price of 50the ~~Series~~Company’s Acommon ~~preferred~~ stock on the acquisition date, and $410,000 for the contingent consideration for the future maintenance of the 25% minimum equity threshold referred to above, calculated using a Monte Carlo Simulation. The preliminary allocation of the purchase consideration to the acquired assets is summarized as follows:

~~Subsequent~~Schedule ~~to September 30, 2021 the Company issued a total~~ of ~~26,574,626~~Assets ~~common shares on conversion of 13,892 Series D Preferred Stock, an at average conversion of $0.00523 per share.~~Acquired

Subsequent to September 30, 2021 the Company issued a total of 12,581,572 common shares to a holder of Series C preferred stock on conversion of $42,625 principal and $1,705 accrued dividends at an average conversion rate of $0.00352 per share.


Customer Relationships	$	14,001
Cash		9,500
Tradename		32,230
Technology Platform		161,151
Goodwill		830,268
Total Purchase Consideration	$	1,047,150

~~On October~~The ~~21,~~qualitative ~~2021~~factors ~~the~~that make ~~Company~~up ~~signed~~the agoodwill ~~non-binding~~recognized ~~Letter~~consist of ~~Intent~~a towork-force ~~acquire~~in ~~all~~place, ofand ~~the~~operational ~~assets~~processes ofnot ~~Artist~~recognizable ~~Republik,~~as ~~Inc.~~separate inintangible ~~consideration~~assets. ~~for~~The ~~the~~above ~~issuance~~allocation ofis ~~common~~preliminary ~~stock~~subject ofto ~~the~~change ~~Company~~based ~~equal~~on tocompletion ~~37%~~ of ~~the~~fair ~~common~~value ~~stock~~estimates ~~issued~~during ~~and~~the ~~outstanding~~measurement ~~(presently~~period, ~~estimated~~which may to be ~~37% of~~up ~~457,072,368, or 169,116,776 common shares). The transaction is scheduled~~ to ~~close~~one ~~in November, 2021~~year.

30The following represents unaudited pro-forma revenue and earnings of the consolidated Company as though the business combination had occurred as of the beginning of the earliest reporting period presented.


	Year Ended December 31,
	2021			2020
Revenues	$	500,629		$	451,027
Operating Expenses		4,707,319			2,813,052
Operating Loss		(4,206,690	)		(2,362,025	)
Other Expenses, net		(73,293	)		(2,344,310	)
Net Loss	$	(4,374,832	)	$	(4,706,335	)

Amortizable intangible assets acquired totaling $172,152, consisting of customer relationships $14,001 and technology platform $161,151, are being amortized to operating expense on a straight-line basis over a three year life from date of acquisition. Amortization expense for the three months ended March 31, 2022 totaled $14,596. The tradename has an indefinite life and therefore is not amortized but subject to impairment testing periodically, but at least annually. Goodwill is subject to periodic impairment testing at least annually and is expected to be amortized over 15 years for tax purposes.

13. SUBSEQUENT EVENTS

Subsequent to March 31, 2022 the Company issued a total of 741,170,939 common shares on conversion of 21,500 Series D Preferred Stock, an at average conversion of $0.00029 per share.

Subsequent to March 31, 2022 the Company received $151,000 from the sale of 15,100 Series D Convertible Preferred Stock at $10.00 per share. In connection with these sales, the Company paid Primary Capital finder’s fees totaling $5,000 and issued 5 year Warrants on 500,000 common shares at an exercise price of $0.01 per share.

Subsequent to March 31, 2022 the Company received cash of $43,500 from a convertible promissory note with a principal value of $55,000, less OID of $5,000, less legal fees of $4,000 and less a finder’s fee of $2,500. .The note carries interest at the rate of 12% per annum and has a maturity date of November 30, 2022. The note also carries a right of conversion to the Company common shares at the fixed rate of $0.00025 per share.

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.

(GRAPHIC)

Overview

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

~~Friendable~~About ~~Inc. (FDBL) is a mobile technology and marketing company focused on connecting and engaging users through its proprietary mobile and desktop applications. The Company’s first app, the “~~Friendable” subscription app, was a traditional dating application with its focus on building revenue, as well as reintroducing the brand as a non-threatening, all-inclusive place where “Everything starts with Friendship”…meet, chat & dateInc.

Friendable Inc. is a mobile technology and marketing company focused on developing and identifying products, services and brand opportunities with mass market potential and scalability.

Friendable published its first mobile application in the Apple App Store and Google Play Store in 2014 in the social networking and dating category. The Friendable app achieved over 1.5 million downloads, top 10 worldwide rankings, and has led to celebrity-related marketing opportunities and various relationships with well-known music artists as well as up-and-coming independent artists.

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

~~Launched~~Friendable ~~July~~has ~~24,~~since ~~2020,~~pivoted ~~the~~its ~~Company’s~~business ~~“Fan~~focus ~~Pass” flagship subscription app is designed~~ to ~~help~~its ~~artists~~Music ~~engage~~Artist ~~with~~Offering, ~~their fans~~a ~~around~~one ~~the~~of ~~world~~a ~~and~~kind ~~earn~~360 ~~revenue~~artist ~~while doing so~~platform. The ~~Live~~offering ~~Streaming~~now ~~platform~~includes music ~~supports~~production/collaboration, ~~artists~~music atdistribution ~~all levels~~(Spotify, ~~providing~~Sound ~~exclusive artist~~Cloud), ~~content~~Play ~~“channels~~Listing,” Livestream/live ~~event~~events, ~~streaming~~promotions, ~~promotional~~ticket ~~support~~sales, behind ~~fan~~the ~~subscriptions~~scenes, ~~and~~merchandising ~~custom merchandise~~ designs/store/ship, ~~all~~ oftips, ~~which~~fan ~~are~~interaction, ~~revenue~~subscription ~~streams~~offerings ~~for~~and ~~each artist. With Fan Pass~~more, ~~artists~~which ~~can~~all ~~offer~~equal ~~exclusive content channels to their fans, who~~revenue ~~can~~sharing ~~simply~~and ~~use~~earning ~~their~~for ~~smartphones to gain access to their favorite artists as well as an~~ all~~-access~~ ~~pass,~~music ~~giving them access to all~~ artists ~~on the platform~~. ~~Additionally,~~It is the ~~Fan~~Company’s ~~Pass~~goal ~~team will deploy social broadcasters~~ to ~~capture~~become ~~exclusive VIP experiences, interviews and behind-~~the~~-scenes~~ ~~content~~new ~~featuring~~launch ~~their~~point ~~favorite artists – all available to fan subscribers~~ for ~~free~~Indie ~~on a trial basis. Thereafter~~Artists, ~~subscriptions~~as ~~are~~well ~~billed~~as Artists ~~monthly, providing VIP access~~ at aall ~~fraction of the cost of traditional face-to-face meetups. Presently~~levels, ~~Fan~~as ~~Pass~~they ~~has~~build ~~signed more than 5~~engagement,~~300~~ ~~music artists~~revenue, ~~of which more than 750 artists have been on boarded with their own “broadcast” music Channel available on the Fan Pass app for live streaming~~ and ~~pre-recorded music content~~fans/followers.

~~Friendable~~The ~~Inc.~~Fan Pass livestream artist platform was ~~founded~~launched byJuly ~~Robert~~24, A2020. ~~Rositano~~The Jrplatform has proven invaluable for artists and fans alike as performances shifted from the stage to the “digital screen”. The Company has grown its product and ~~Dean~~services ~~Rositano~~offerings to include a 360 suite of music artist services, ~~two~~completing ~~brothers~~this ~~with~~full ~~over~~spectrum 25solution ~~years~~with its acquisition of ~~experience~~Artist ~~working~~Republik ~~together~~and ~~on technology-related~~FeaturedX ~~ventures~~in January 2022.

~~The Company maintains websites at www.~~Friendable~~.com and www.fanpasslive.com.~~ ~~The~~was ~~information~~founded onby ~~these~~brothers ~~app~~Robert ~~websites~~A. isRositano ~~not~~Jr. ~~incorporated~~and ~~herein.~~Dean ~~Additionally~~Rositano, ~~you~~who ~~can~~have ~~download~~more ~~the~~than ~~Fan~~27 ~~Pass~~years ~~app~~of ~~from the~~experience ~~Apple~~working ~~app~~together ~~Store~~on ~~or Google Play Stores~~technology-related ventures.

For more information, visit www.Friendable.com www.FanPassLive.com www.artistrepublik.com/ and www.featuredx.com/

Additionally, Download the Fan Pass app on the Apple App Store or the Google Play Store.

Audiences can visit the website at www.fanpasslive.com or download the mobile app from the Apple App or Google Play stores. Fan Pass offers a seven-day free trial, which provides a VIP all-access pass. After seven days, this free trial converts to a fee-based subscription of $2.99 per month, of which artists also receive up to 40% as revenue sharing on a recurring monthly basis.

What precisely does Fan Pass Live do?

For starters, Fan Pass breaks down the barrier between artists and fans, with artists broadcasting their events, concerts, and announcements to supporters directly from the Fan Pass mobile application or desktop. More importantly, it gives back to artists a way to remain ~~relevant~~ relevant to their fan base and earn revenue, launch their careers without the debt and ownership created by cumbersome record labels and ultimately provides all the products, services, and support to develop revenues, brand, fan base, music distribution and production/collaboration for artists at any level of their career as well.

Fan Pass Live offers artists at all levels and genres, the opportunity to engage fans from one location, removing the need for multiple ~~sharing~~ sharing platforms. It conveniently provides Exclusive Artist “Channels” jam-packed with all their relevant content from videos, photos, interviews, and past and upcoming events. While Fan Pass charges the fans a small transaction fee for ticket sales, artists keep the money earned from ticket sales. The handling of merchandise is also taken care of by the company and once it’s approved by the artist, all merchandising is released within the artist’s Channel.

~~For~~While ~~artists~~Fan ~~there~~Pass ~~are~~charges ~~tools available to help them “up their game” such as~~ the ~~creation~~fans ofa ~~custom~~small ~~logos~~transaction ~~and~~fee ~~merchandising, live~~for ~~chat~~ticket ~~options~~sales, ~~promotional~~artists ~~aids~~keep ~~that provide~~ the ~~ability~~money toearned ~~live~~from ~~stream,~~ticket ~~post photos, audio and video with ease~~sales. ~~For~~The ~~subscribers,~~handling of ~~fans~~merchandise ~~can~~is ~~browse~~also ~~for~~taken ~~upcoming~~care ~~events,~~of ~~shop merchandising, search~~ by ~~music~~the ~~genre~~company and ~~create~~once ~~dashboards.~~it’s ~~They~~approved ~~can~~by ~~also~~the ~~view notifications~~artist, ~~discussions~~ ~~and~~all ~~their~~merchandising ~~favorite~~is ~~music~~released ~~artists~~within inthe artist’s ~~one app~~Channel.

31For artists there are tools available to help them “up their game” such as the creation of custom logos and merchandising, live chat options, promotional aids that provide the ability to live stream, post photos, audio, and video with ease. For subscribers, fans can browse for upcoming events, shop merchandising, search by music genre and create dashboards. They can also view notifications, discussions, and their favorite music artists in one app.

While it’s free for the artists to join, Fan Pass monetizes its business model by using an “ALL ACCESS VIP” Offering. ~~Commencing~~ Commencing with the release of Fan Pass v2.0 on July 24, 2021, this offering is priced at a $2.99 monthly subscription ($25.99 annual subscription), paid by fans through its website, Apple App Store or Google Play Stores, with a three-day free trial. Fan Pass also offers an “Artist Pro” monthly subscription of $8.99 which offers the “ALL ACCESS VIP”, plus advanced dashboard analytics, merchandising store access and promotion of scheduled music events, On August 5, 2021, the Company announced the approval of the Fan Pass v2.0 livestream artist platform by both the Apple App and Google Play Stores. The mobile applications can be downloaded by users worldwide, and Fan Pass v2.0 is also accessible via desktop and web applications.

How sweet does it get for the artists? These revenues are proportionately shared with all Channel artists according to fan views and downloads. In exchange for its platform features, live streaming tools, bandwidth, processing, and handling, Fan Pass also earns platform fees on each separately ticketed event, as well as splits with each artist on subscriber fees and merchandise designed and sold on the platform. Fan Pass v2.0 contains all new UI/UX user interface attributes, updated feature sets for artists and fan, as well as an accelerated onboarding process for artists and artists’ content, and enhanced dashboard features.

The Company aims to establish Fan Pass as its premier brand and mobile platform that is dedicated to connecting and engaging users from anywhere around the World.

~~Fan~~On ~~Pass~~January ~~Live~~4, ~~provides~~2022, ~~fans~~the ~~exclusive~~Company ~~access~~completed ~~into~~its acquisition of substantially all the ~~lives~~assets of ~~their~~Artist ~~favorite~~Republik, Inc. (“Artist Republik”). Artist Republik is a subscription service specifically created for music artists, to obtain music distribution on certain digital platforms (such as Spotify and ~~provides~~Apple ~~artists~~Music) aand ~~‘virtual~~receipt ~~stage’~~of royalties from those platforms, together with providing a marketplace to ~~perform~~purchase beats, ~~earn~~obtain ~~revenues,~~enhanced audio production and ~~engage~~purchase ~~with~~access ~~fans~~to playlists. Its decentralized platform allows independent music artists from around the world to take control of their own careers through networking, centralized resources, and AI-based management tools. Artist Republik has attracted approximately 100,000 artists to its offerings and has operating revenues from the sales of services. The Company acquired all of Artist Republik’s customer lists, customers, back-end processes, name, trademarks, internet domains and other things necessary to carry on the business of Artist Republik.

We previously advised that on April 7, 2021 the Company had entered into a letter of understanding with Santo Mining Corp. (“SMC”) to form a joint venture to pursue the development and sale of NFT’s ( non-fungible tokens of verifiable, tradable assets of digital art, music”) or other content or collectibles originating through the Company’s exploitation of the content associated with and from the Fan Pass app. However, the Company has not been able to conclude a definitive agreement with SMC and accordingly is no longer proceeding with this arrangement. Nonetheless, the Company is pursuing other opportunities for the distribution of its potential NFT’s.31

OnIn January, ~~October~~2022 ~~21,~~we ~~2021~~also ~~the~~launched ~~Company~~and ~~signed~~released FeaturedX.com, a ~~non-binding~~web ~~Letter~~property ofacquired ~~Intent to~~as ~~acquire~~part ~~all~~ of the ~~assets~~Company’s acquisition of Artist Republik, ~~Inc.~~FeaturedX inhas ~~consideration~~thousands ~~for~~of ~~the~~artists ~~issuance~~currently ofavailable ~~common~~and ~~stock~~is ofa ~~the~~place ~~Company~~where ~~equal~~artists can book a guest feature, co-write, MIDI composition or live instrumental tracking for artists releasing their next single or looking to ~~37%~~extend ofreach and exposure by tapping ~~the~~into ~~common~~these ~~stock~~available ~~issued~~resources for music production and ~~outstanding~~collaboration. ~~(presently~~While ~~estimated~~continuing to bedeliver ~~37%~~a variety of ~~469~~expanded services to our artists,~~673~~ platforms,~~940,~~ orand ~~173~~offerings,~~779,358~~ ~~common~~FeaturedX ~~stock)~~has now taken center stage as our next service offering ready for growth. ~~The~~Working closely ~~transaction~~with isMr. ~~scheduled~~O’Leary toand ~~close~~Mr. ~~in November~~Menig, ~~2021.~~the ~~Started~~2 inoriginal ~~early~~co-founders ~~2020~~of Featured X, ~~Artist~~it ~~Republik~~was ~~provides~~immediately ~~the~~clear ~~tools~~that having them both on board as partners for ~~Music~~our ~~Artists~~journey forward would be one of our keys to ~~produce~~success. This said, ~~distribute~~ we have been able to reach agreement with both O’Leary and ~~market~~Menig ~~their~~to ~~original~~join ~~music~~our team as partners as we focus on revenue, artists, and additional services growth on a ~~variety~~platform that already has great momentum. Ryan “Tuck” O’Leary is a co-founder of ~~digital~~FeaturedX ~~streaming~~and ~~platforms,~~best ~~including~~known ~~Spotify~~for slinging his bass around with “Texas Metal” powerhouse Fit For A King, and ~~Apple~~has ~~Music~~added another ace to his ever-growing deck. In August 2020 alongside his longtime friend Jeff Menig, ~~together~~O’Leary ~~with~~launched a new connective platform for creatives. FeaturedX is the first premier platform ~~providing~~for ~~Artists~~connecting and working with your favorite artists from a multitude of genres. This is a dream team of the ~~ability~~greatest toartists ~~find~~in ~~and~~alternative music. ~~book~~Combining ~~local~~years ~~venues~~of friendships and ~~shows~~touring experience we built this as a community. ~~Artist~~Now ~~Republik~~teaming ~~presently~~up ~~serves~~with ~~100~~Fan Pass Live,~~000~~ ~~Artists~~FeaturedX is looking to continue expanding and ~~shares~~ growing an already stellar roster of creatives. Jeff Menig is a ~~portion~~co-founder of ~~its~~FeaturedX ~~revenue~~and an entertainment industry professional with ~~the~~over ~~Artists~~21 years of experience in band management, live events, merchandise, consulting, artist development, and marketing. ~~Closing~~His ~~the~~unrelentingly ~~acquisition~~passionate ~~will~~and ~~complete~~persistent entrepreneur makes precision focused usage of the ~~Company~~diverse set of skills he’s ~~presence~~developed. inMenig ~~the~~builds ~~music~~brands ~~industry~~and ~~by directly~~bands ~~serving~~for ~~both~~the ~~independent~~social ~~Artists~~media inage, optimizing the ~~distribution~~multiple ofopportunities ~~music~~for ~~content~~engagement, communication, and ~~the~~personal ~~connection~~interaction ~~and~~for ~~participation~~his clients. His keen attention to detail, from visual elements to messaging, makes him invaluable as he teams with ~~their~~Fan ~~fans~~Pass Live to grow the FeaturedX brand and services.

32For a complete and up to date presentation of the entire 360 platform, brands, products and services offered by the Company please use the following link to view the Company’s 360 Capabilities Deck & Presentation or visit the investors tab on the Company’s website, which will lead to the Friendable, Inc. Investor Relations or friendable.com/ir where the presentation can also be located. LINK “360 Capabilities Deck & 2022 Presentation”

(GRAPHIC)

Executive Leadership

Our two founders are a team of Entrepreneurs who have over 25 years of tech related startup experience, recruiting talent, building ~~teams~~ 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.

Results of Operations	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
REVENUES:
Technology services	$	-		$	109,500		$	-		$	319,331
Subscription and merchandising sales		1,866			1,892			4,780			3,340
		1,866			111,392			4,780			322,671
OPERATING EXPENSES:
App hosting		7,500			12,000			22,500			33,000
Commissions		247			191			605			625
General and administrative		315,672			224,401			962,281			605,458
Software development and support		252,500			105,790			575,000			460,102
Artists’ performance fees		-			425,058			-			425,058
Revenue shares		920			402			2,124			402
Investor relations		58,118			3,921			104,968			140,527
Sales and marketing		127,269			30,081			393,321			82,335
Total operating expenses		762,226			801,844			2,060,799			1,747,507
LOSS FROM OPERATIONS		(760,360	)		(690,452	)		(2,056,019	)		(1,424,836	)
OTHER INCOME (EXPENSE)
Accretion and interest expense		(426,200	)		(38,423	)		(936,113	)		(266,710	)
Gain on foreign exchange		-			-			-			2,580
Initial derivative expense		-			-			(1,796,835	)		(419,000	)
Gain (loss) on settlement of derivatives		-			257,317			-			(640,821	)
Derivatives income (expense)		867,298			263,000			2,818,298			259,000
		441,098			481,894			85,350			(1,064,951	)
NET LOSS	$	(319,262	)	$	(208,558	)	$	(1,970,669	)	$	(2,489,787	)

~~For~~Results ~~the~~of ~~three months ended September 30, 2021 compared to September 30, 2020~~Operations

	For the Three Months Ended
	March 31,
	2022			2021
REVENUES
Music royalties and services	$	64,040		$	-
Subscription and merchandising sales		1,216			1,305
		65,256			1,305

OPERATING EXPENSES:

Commissions		3,542			159
General and administrative		384,521			380,685
Software development, hosting and support related party		180,000			105,000
Other software and support fees		13,814			-
Revenue shares		49,042			861
Investor relations		3,587			18,716
Amortization of intangible assets		14,956			-
Advertising, promotion and marketing		134,854			55,633-
		783,956			561,054

LOSS FROM OPERATIONS		(718,700	)		(559.749	)

OTHER INCOME (EXPENSE):
Accretion and interest expense		(70,204	)		(266,372	)
Loss on initial derivative expense		-			(1,796,835	)
Gain on extinguishment of convertible note		81,707			-
Gain(loss) on change in fair value of derivatives		(1,000	)		138,000
		10,503			(1,925,207	)

NET LOSS	$	(708,197	)	$	(2,484,956	)

For the three months ended March 31, 2022 compared to March 31, 2021

Revenues

The Company had revenues of $165,~~866~~256 and $~~111~~1,~~392~~305 for the three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 respectively. Revenues in ~~2021~~ 2022 related primarily ~~entirely~~ to ~~subscriber~~music royalties and ~~merchandising~~service ~~revenue~~fees derived from the ~~Company’s~~Artist ~~Fan~~Republik ~~Pass~~business ~~and~~acquired ~~Friendable~~January ~~apps. (2020 $1~~5,~~892). Revenues~~ ~~for~~2022 ~~the~~and ~~three~~secondarily ~~months~~to ~~ended~~subscription fees ~~September~~from ~~30,~~Artist ~~2020~~Republik ~~includes~~ $~~109,500~~313 ~~from~~and ~~technology~~subscription ~~services~~and ~~provided~~merchandising ~~under~~sales afrom ~~contract~~Fan ~~with a~~Pass ~~third party, which expired at the end of 2020~~ $903.(2021 Fan Pass $01,305). ~~No new third-party technology services contract has been obtained to date in 2021.~~

Operating Expenses

The Company had operating expenses of $~~762~~783,~~226~~ 956 and $~~801~~561,~~844~~ 054 for the three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 respectively. The ~~decrease~~increase in operating expenses in 2022 was due primarily to ~~Artists’~~higher ~~performance~~costs ~~fees~~associated ~~of $425,058 incurred in 2020 in connection~~ with the ~~initial~~Artist ~~launch~~Republik ofbusiness, ~~the~~with ~~Fan Pass app.in July~~increased software, ~~2020,~~hosting ~~offset~~and byrelated ~~higher~~support ~~salary costs of full time employees~~expense, ~~higher~~coupled ~~software development~~with ~~costs~~increased toartists’ ~~build~~share ~~and~~expense ~~launch~~on ~~Fan~~the ~~Pass~~music Vroyalty ~~2.0 in July 2021~~ and ~~higher sales and marketing costs to promote the Fan Pass~~services ~~app~~revenue. ~~in 2021.~~

33In addition, former employees of Artist Republik Inc. were retained on a temporary basis during the transition of the Artist Republik business to the Company. The Company also had advertising, promotion and marketing expense of $134,854 and $55,633 for the three months ended March 31, 2022 and 2021 respectively to increase awareness through social media platforms to the increased menu of music services now available to music artists.

Other Income and Expense

The Company had other net income of $~~441~~10,~~098~~503 for the three months ended ~~September~~March 3031, ~~2021~~2022, compared to other ~~income~~expense of $~~481~~1,~~894~~925,207 for the ~~three~~ three months ended ~~September~~March 3031, ~~2020.~~2021 ~~Higher~~which ~~interest~~included ~~expense~~a inloss ~~2021~~on ~~was~~initial ~~offset~~derivative byof ~~higher derivatives income~~$1,796,835.

Net Loss

The Company had a net loss of $~~319~~708,~~262~~197 for the three months ended ~~September~~March 3031, ~~2021~~2022, compared to a net loss of $~~208~~2,~~558~~484,956 for the three ~~months~~ months ended ~~September~~March 3031, ~~2020~~2021. The ~~increase~~decrease in net loss was due primarily to the ~~decline~~loss inon ~~revenues~~initial derivative expense of $1,796,835. in 2021 ~~explained~~ described above.

For the nine months ended September 30, 2021 compared to September 30, 2020

Revenues

The Company had revenues of $4,780 and $322,671 for the nine months ended September 30, 2021 and 2020 respectively. The decrease was due to the end of a contract to develop a third-party app at the end of 2020, which was not replaced by a new third-party app. development contract in 2021. Revenue in 2021 related entirely to subscriber and merchandising revenue from the Company’s own Fan Pass and Friendable apps.

Operating Expenses

The Company had operating expenses of $2,060,799 and $1,747,507 for the nine months ended September 30, 2021 and 2020 respectively. The increase in operating expenses of $313,292 was due primarily to an increase of $356,823 in general and administrative expenses arising primarily from higher legal fees and increased salaries, and an increase in sales and marketing expenses of $310,986 in 2021 to support the Fan Pass 2.0 app. launch, partially offset by the absence of Artists; performance fees of $425,058 incurred in 2020 in support of the initial launch of the Fan Pass app in July, 2020.

Other Income and Expense

The Company had other net income of $85,350 for the nine months ended September 30, 2021 compared with other expense of $1,064,951 for the nine months ended September 30, 2020. The change was due primarily to higher a derivatives income of $2,818,298, less interest expense and loss on initial derivative expense of $2,732,948 in 2021, compared with much smaller derivatives income $259,000 and loss on settlement of derivatives $640,821 and initial derivative expense $419,000 in 2020.

Net Loss

The Company had net losses of $1,970,669 and $2,489,787 for the nine months ended September 30, 2021 and 2020 respectively. The decrease in net loss was due primarily to the absence in 2021 of Artists’ performance fees totaling $425,058 incurred in 2020 to support the initial launch of the Fan Pass app.

Liquidity and Capital Resources

Working Capital

	September 30, 2021			December 31, 2020
	March 30, 2022			December 31, 2021
	(unaudited)	~~(unaudited)~~
Current Assets	$	~~463~~80,~~741~~579		$	~~148~~253,~~601~~523
Current Liabilities	$	45,~~800~~215,~~703~~886		$	5,~~436~~007,~~963~~005
Working Capital (Deficiency)	$	(45,~~336~~135,~~962~~307	)	$	(54,~~288~~753,~~362~~482	)

Current assets at ~~September~~March 3031, ~~2021~~2022 ~~increased~~decreased compared to December 31, ~~2020~~2021 primarily due to ~~higher~~lower cash ~~from the Company’s Regulation A capital raise program, offset by a reduction in accounts receivable and prepaid expenses~~.

Current liabilities at ~~September~~March 3031, ~~2021~~2022 ~~decreased~~increased compared to December 31, ~~2020~~2021 primarily due to ~~the~~a ~~reduction~~contingent inpurchase ~~derivative~~consideration ~~liabilities~~of ~~from~~$410,000 ~~convertible~~relating ~~note~~to ~~conversions~~the inacquisition ~~2021~~of ~~and changes in~~ the ~~fair~~Artist ~~value~~Republik ofbusiness ~~derivatives~~in 2022, partially offset by ana ~~increase~~reduction inof ~~accounts~~$ ~~payable~~209,883 ~~and~~in ~~accrued expenses~~2022 ~~and an increase~~ in the ~~liability for~~ Company’s mandatorily redeemable Series C convertible preferred stock ~~from additional capital raises~~liability.

Cash Flows

	Nine months			~~Nine~~Three months
	Ended			Ended
	September 30, 2021			September 30, 2020
	March 31, 2022			March 31, 2021
Net Cash Used in Operating Activities	$	(1474,~~843,633~~561	)	$	(~~260~~486,~~931~~299	)
Net Cash Provided by Financing Activities		2,237,815			258,500
Net Cash Provided by Investing Activities		9,500			-
Net Increase (Decrease) in Cash	$	394,182		$	(2,431	)
Net Cash Provided by Financing Activities		289,950			627,850
Net Increase (Decrease) in Cash	$	(175,111	)	$	141,551

Net Cash Used in Operating Activities

Our cash used in operating activities was $1474,~~843,633~~ 561 for the ~~nine~~three month period ended ~~September~~March 3031, ~~2021~~2022 compared to $~~260~~486,~~931~~299 for the ~~nine~~ three month period ended ~~September~~March 3031, ~~2020~~2021. Net loss was $1708,~~970,669~~197 and $2,~~489~~484,~~787~~956 for the ~~nine~~three month periods ending ~~September 30~~March 31, ~~2021~~2022 and ~~2020~~2021 respectively. In ~~2021~~2022, adjustments to reconcile the net loss to net cash used primarily included astock ~~loss~~option onexpense ~~initial derivative~~$24,436 ~~expense~~, amortization of debt discount $119,~~796~~315,~~835,~~ amortization ~~offset~~of byintangible aassets ~~gain~~of ~~from~~$14,596, ~~the~~and ~~change~~premium, inaccretion ~~fair~~and ~~value~~dividends ofon ~~derivatives~~Series ofC preferred stock $238,~~818,298~~010. In ~~2020~~2021, adjustments to to reconcile the net loss to net cash used included an adjustment for ~~loss~~initial ~~on settlement of~~ derivative ~~of $640,822, and loss on initial derivative~~ expense of $~~419~~1,~~000~~796,835. In ~~2021~~2022, changes in operating assets and liabilities included aan ~~reduction~~increase in amount due to related party of $~~134~~20,~~499~~000 and an increase to accounts payable and accrued expenses of $~~335~~ 198,~~173~~368 . In ~~2020~~2021 changes in operating assets and liabilities included an increase to accounts payable and accrued expenses of $~~409~~138,~~743~~056 ~~and~~offset anby ~~increase~~a reduction in amount due to related party $30115,~~083~~000.

Net Cash Provided by Investing Activities

For the three months ending March 31, 2022 we received cash of $9,500 from the business combination of Artist Republik.

Net Cash Provided by Financing Activities

Our cash provided by financing activities of $2289,~~237,815~~950 for the ~~nine~~three month period ended ~~September~~March 3031, ~~2021~~2022 included the issuance of Series ~~C preferred stock sold for cash of $515,900 offset by a redemption payments of Series C preferred stock totaling $95,150, issuance of Series~~ D preferred stock under Regulation A of $1246,~~610,000~~ 200 less finder’s ~~offering~~fees ~~costs~~ of $3110,~~310~~000, and net proceeds from the issuance of ~~convertible~~Series ~~notes~~C ofpreferred ~~$358,500~~stock ~~and repayment~~ of ~~convertible notes of~~ $~~116~~ 53,~~500~~750. Our cash provided by financing activities of $~~258~~627,~~500~~850 for the ~~nine~~three month period ended ~~September~~March 3031, ~~2020~~2021 included the issuance of Series C preferred stock sold for cash of $33269,~~000,~~350 and net proceeds from the issuance of convertible notes of $~~105~~358,~~000 and proceeds of $60,000 from the sale of common stock~~500.

The Company derives the majority of its financing by issuing ~~convertible~~Series ~~notes~~C orand Series D preferred stock to investors. The investors have the right to convert ~~the~~Series ~~notes~~C ~~and certain~~ preferred stock into common shares of the Company after the requisite Rule 144 waiting period. Series D preferred ~~The~~stock ~~notes~~however ~~generally~~can ~~call~~be ~~for~~immediately ~~the~~converted to common shares pursuant to bethe ~~issued~~terms atof athe ~~deep~~Company’ ~~discount~~Regulation toA ~~the~~offering. ~~market~~Conversion generally ~~price~~calls atfor the ~~time~~common ofshares ~~conversion.~~to Inbe ~~addition, investors~~issued ~~purchasing~~at ~~Series~~a Ddeep ~~preferred~~discount ~~stock~~ranging ~~have~~from ~~the~~37% ~~right~~to 50% to ~~convert~~the ~~that~~market ~~stock~~price toat ~~common~~the ~~shares~~time of conversion.

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~~March 3031, ~~2021~~2022, the Company has a working capital deficiency of $45,~~336~~135,~~962~~307, has an accumulated deficit of $3840,~~539~~506,~~915~~ 622 and has a stockholder’s deficit of $4,~~336~~112,~~962~~253 and its operations continue to be funded primarily from sales of its stock. During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~ 2022 the Company had a net loss and net cash used in operations of $1708,~~970,669~~197 and $1474,~~843,633~~561. These factors raise substantial doubt about the Company’s ability to continue as a going 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 short term loans and 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 continue raising financing through equity sales of Series C and Series D Preferred stock, while intending to reduce and/or eliminate its convertible debt. 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.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2021~~2022, the Company had no off-balance sheet arrangements.

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 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 SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include ~~controls~~ controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive officer and principal financial officer, evaluated our 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 principal executive officer and principal financial officer concluded that as of ~~September~~March 3031, ~~2021~~2022, our disclosure controls and procedures were not effective.

As reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, our management concluded that our internal control over financial reporting was not effective as of that date because of material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; (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; (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 be 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3635

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

i) 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. While the court did not strike those responses, 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, as Amended, 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 to be issued in tranches every 30 days or according to the instructions of Integrity, 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. At the date of this filing the $30,000 cash payment has not been made and the preferred shares have not been returned.

On August 28, 2020 Integrity requested and was issued 750,000 common shares, which Integrity advised the Company realized $16,625 when sold. Accordingly, at September 30,2021 and December 31, 2020 the Company reduced its liability payable in common stock from $1,005,000 to $988,375 and retained $30,000 as an accrued liability for costs.

(ii) Infinity Global Consulting Group Inc.

Infinity Global Consulting Group Inc. had previously filed a default judgement on May 29, 2018 in the 11th Judicial Circuit, Miami-Dade County, Florida court alleging that it was owed a services fee of $97,000, plus an entitlement to a warrant to purchase 5 million of the Company’s common shares at $0.03 per share. The Company believes that this claim is without merit since service on the Company was defective and the Company never received an actual notice of the lawsuit. Accordingly, on November 16, 2020 the Company filed a motion to set aside the default judgement. At the date of this filing, the motion still awaits a hearing. ~~and~~An no accrued expense at ~~September~~March 3031, ~~2021~~2022 orand at December 31, ~~2020~~2021 has been established.

ITEM 1A. RISK FACTORS.

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 2815, ~~2021~~2022.

3736

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

During the three months ended March 31, ~~2021~~2022:

Issued 5176,~~500~~986,~~894~~025 common shares on, ~~conversion~~valued ofat 23$ 637,~~500~~150, ~~Series~~to Ccertain ~~preferred~~third ~~stock~~parties ~~plus~~as ~~accrued~~initial ~~dividend~~consideration to acquire the underlying Artist Republik business and related technology, ~~valued~~trademarks ~~$50~~and customer lists from Artist Republik,~~589~~ Inc.

Issued 31207,~~532~~382,~~405~~158 ~~shares of~~ common ~~stock~~shares on conversion of ~~$158~~208,~~516~~259 ofSeries ~~convertible~~C ~~notes,~~preferred ~~accrued~~stock ~~interest~~plus ~~and~~accrued ~~conversion fees~~dividend, atvalued ~~a conversion value of~~ $~~167~~301,~~743~~640.

Issued 3517,~~500~~006,~~000~~635 shares of common ~~shares~~stock ason ~~payment~~conversion of a41,626 ~~commitment~~Series ~~fee~~D topreferred astock ~~convertible~~at ~~debtholder~~a ~~valued~~conversion atvalue of $62416,~~300~~260.

Issued 4050,~~766~~000,~~310~~000 ~~additional~~ shares of common stock ~~based~~ on ~~first~~the ~~and~~partial ~~second~~cashless ~~reset~~exercise ~~dates~~of ina ~~accordance~~warrant ~~with~~related ~~the~~to ~~debt~~a ~~restructuring~~convertible ~~agreement (See~~ note 5).

During the three months ended June 30, 2021:

Issued 11,496,360 common shares on conversion of 84,700 Series C preferred stock plus accrued dividend, valued $137,553.

Issued 31,029,932 shares of common stock on conversion of 44,970 Series D preferred stock at a conversion value of $449,700.

Issued 2,555,738 common shares to a third party on conversion of 50 Series A preferred stock.

Issued 42,522,600 additional shares of common stock based on first and second reset dates in accordance with the debt restructuring agreement (See note 5).

During the three months ended September 30, 2021:

Issued 17,799,687 common shares on conversion of 95,700 Series C preferred stock plus accrued dividend with a book value of $162,654.

Issued 114,102,488 shares of common stock on conversion of 75,506 Series D preferred stock at a conversion value of $755,060.

Issued 4,928,511 common shares to a third party on conversion of 52 Series A preferred stock.

Issued 8,709,641 additional shares of common stock based on first and second reset dates in accordance with the debt restructuring agreement.

Issued 7,290,359 common shares to a convertible debenture holder for offset against the holder’s convertible note, valued at $91,129.

Issued 42,352,994 common shares on conversion of convertible notes and accrued interest, at a fair value of $333,451.

Issued 2,000,000 common shares for services provided, valued at a fair value of $17,400.

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.

On May 29, 2020 the Company defaulted on the outstanding Series C preferred stock previously issued by being late with the December 31, 2019 Form 10-K filing on the extended date. Under the default provision of the Series C preferred stock the dividend rate increases from 8% to 22% and the stated price increases from $1.00 to $1.50. The Company also defaulted on four convertible notes, one dated March 30, 2017 having no principal outstanding and accrued interest of $48,228, one dated April 8, 2020 in the amount of $35,000, one dated May 20, 2020 in the amount of $60,000 and another one dated June 11, 2020 of $10,000, causing the interest rate to increase to 24%.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

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

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
(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)	Interactive Data File
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

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

3937

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 10, 2021	By :	/s/ Robert Rositano, Jr.
Date: May 23, 2022	By :	/s/ Robert Rositano, Jr.
		Name: Robert Rositano, Jr.
		Title: CEO, Secretary, and Director (Principal Executive Officer)
Date: November 10, 2021	By:	/s/ Robert Rositano, Jr
Date: May 23, 2022	By:	/s/ Robert Rositano, Jr
		Name: Robert Rositano, Jr
		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

4038

Filing Compare · Friendable, Inc.