Friendable Inc (FDBL)

[Euripides90]

Looks to me like someone has an incentive to drive down the price so they can buy more shares under the agreement, maybe some financial whiz out there can interpret this for us:

from:
http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/

Securities Being Offered
166,666,668 shares of common stock being registered on behalf of Beaufort (maximum offering).


-8-




Offering Period:
Until all shares are sold by Beaufort or until 36 months from the date that the registration statement becomes effective, whichever comes first.



Risk of Factors:
The Securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors.”



Common Stock Issued And

Outstanding Before Offering: 104,616,7931 shares of our common stock are issued and outstanding as of the date of this Prospectus.



Common Stock Issued And

Outstanding After Offering: 271,283,461 shares of common stock.


(The official tally on OTCMarkets.com right now still shows the pre-offering amount so it is not accurate.)



Use of Proceeds:
We will not receive any proceeds from the sale of the common stock by Beaufort. However, we will receive proceeds from the sale of our common stock under the Drawdown Agreement. The proceeds will be used for working capital, asset acquisition, and general corporate purposes. See “Use of Proceeds.”



This offering relates to the resale of up to 166,666,668 shares of our common stock by Beaufort.



There are substantial risks to investors as a result of the issuance of shares of our common stock under the Drawdown Agreement. These risks include dilution of stockholders, significant decline in our stock price and our inability to draw sufficient funds when needed.



In order to fund a notice for funding pursuant to the Drawdown Agreement (a “Drawdown Notice”), Beaufort will periodically purchase our common stock under the Drawdown Agreement and will, in turn, sell such shares to investors in the market at the market price on a best efforts basis, subject to certain conditions. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Beaufort to raise the same amount of funds, as our stock price declines.



Disclosure showing shares issuable if market stock price drops 25%, 50% and 75%


Drawdown Amount Required
100% of 25% Decrease 50% Decrease 75% Decrease
Current Stock in Stock Price in Stock Price in Stock Price
Price (1) (1) (1) (1)

Total No. of Shares Required to Raise $5,000,000 Based on Current market price(1) 166,666,668 222,222,222 333,333,333 666,666,667
(1) Based on the lowest traded price during the five days ending on July 23, 2014 of $.03 per share, as quoted on the OTCQB.



Based on the above chart, the sale of stock under the first drawdown is limited to 5,220,378 shares of common stock. This results in significantly less capital than the $5,000,000 capital commitment, per the Drawdown Agreement. There are no assurances that the price of common stock will appreciate, depreciate, or remain at the same price as a result of stock sales



1 Based on the number of common stock outstanding after the planned conversion of certain Series A Preferred Stock, as further discussed below.
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under this Agreement, however, if there is a 25% to 75% decline in stock value pricing, HKUP may see between 8% to 11% of the overall drawdown amount of $5,000,000 with overall subsequent drawdowns over the thirty six (36) month period of the Agreement’s term.



The Company understands and acknowledges that the number of shares issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the Pricing Period. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company.

The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company.

The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Agreement, its obligation to issue Advance Shares upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


Also confusing is that after the R/S and the numbers reported here the actual A/S are 10BIL:

On April 11, 2014, the Company filed an Amended and Restated Articles of Incorporation with the Nevada Secretary of State and changed its name to “iHookup Social, Inc.” On April 29, 2014, FINRA approved the name change and assigned the Company a temporary trading symbol under “TFERD”. On May 26, 2014, the Company will begin trading under the symbol “HKUP”.



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

Read more: http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/#ixzz3D6LiFWmF


Read more: http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/#ixzz3D6IkMtGi



We currently do not have sufficient capital to funds our needs for the next 12 months. We believe that we need a minimum of $900,000 in capital for the next twelve month period in order to fund our operations..



Cash Flows



For the three months ended March 31, 2014-iHookup Social, Inc.


Three months
Ended
March 31, 2014
Net Cash Provided by (Used in) Operating Activities $ (252,453 )
Net Cash Provided by (Used in) Investing Activities 966
Net Cash Provided by (Used in) Financing Activities 337,466
Net Increase (Decrease) in Cash $ 85,979



Net Cash Provided by (Used in) Operating Activities



Our cash used in operating activities of $252,453 for the three month period ended March 31, 2014 consisted primarily of a net loss of $911,172 offset by non-cash adjustments for impairment of $293,750 and accretion expense of $233,961.



Net Cash Provided by Investing Activities



Our cash provided by investing activities for the three month period ended March 31, 2014 was $966.



Net Cash Provided by Financing Activities



Our cash provided by financing activities of $337,966 for the three month period ended March 31, 2014 consisted primarily of net proceeds from convertible notes.

Read more: http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/#ixzz3D6Mx8P9f


However check out their operating expenses for a 3-month period only including administrative:

Three Months ended
Ended March 31, 2014

Revenue $ 27,208
Total Operating Expenses 644,630
Loss From Operations (617,422 )
Other Income (Expenses) (293,750 )
Net Loss (911,172 )



Total revenue for the three months ended March 31, 2014 consisted of revenues from the downloading and follow-up subscriptions of the application.



Total operating expenses of $644,630 for the three months ended March 31, 2014 consisted primarily of general and administrative expenses of $296,758, accretion and interest on promissory notes of $240,718, product development of $63,273, and sales and marketing of $29,074.



Other income and expenses of $293,750 for the three months ended March 31, 2014 consisted of an impairment charge against an intangible asset acquired in connection with the application.

Read more: http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/#ixzz3D6NS8ORA


More reading fun:

10.51 Convertible Promissory Note dated October 14, 2013 with Asher Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
10.52 Letter dated October 18, 2013 re: Securities Purchase Agreement and Convertible Note with the Marie Baier Foundation dated October 18, 2012 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
10.53 Securities Purchase Agreement dated October 31, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.54 Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.55 Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.56 Convertible Redeemable Note dated November 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.57 Secured Promissory Note GEL Back End Security Note 1 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.58 Secured Promissory Note GEL Back End Security Note 2 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.59 Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.60 Debt Purchase Agreement dated November 4, 2013 with LG Capital Funding LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.61 Debt Purchase Agreement dated November 4, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
10.62 Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
10.63 Amended and Restated Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
10.64 Debt Purchase Agreement dated December 5, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
10.65 Asset Purchase Agreement dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
10.66 General Contract for Services dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)

10.67 Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Dean Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)

10.68 Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Robert Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
10.69 Amended and Restated Investment Agreement, by and between iHookup Social Inc. and Beaufort Capital Partners LLC, dated July 22, 2014.

10.70 Registration Rights Agreement, by and between iHookup Social Inc. and Beaufort Capital Partners LLC, dated June 25, 2014.
21.1 Subsidiaries – iHookup Social, Inc., a Delaware corporation

Read more: http://www.getfilings.com/sec-filings/140728/iHookup-Social-Inc_S-1/#ixzz3D6OXGOIy