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What about this announcement about Fanpass from brothers ?
"Friendable intends to immediately dividend shares to all Friendable stock holders of record and prepare a registration statement for Fan Pass, Inc. to commence trading on the OTC exchange in the coming months. Additionally, the Company is taking delivery and full ownership of the existing technology and work product completed to date. Following this delivery, the Fan Pass application development will proceed forward utilizing Friendable's resources, rather than those of our previous partner."
Would they deliver there promise? HMMMMMM.
If it is Sharps the only reason a 2 Bil. company would do this with these guys would be to go public quickly and cheaper. Will be interesting.
there is a Sharp (with out the s)Technology inc. Software company, Maybe the bro's put the s on ( by mistake, ha ha ) to make us think its the other company. Would not put it past them.
https://www.bizapedia.com/wy/sharps-technology-inc.html
info on Sharps Technology Inc. not much info on this company.
Current Report Filing (8-k)
Date : 07/02/2018 @ 5:29PM
Source : Edgar (US Regulatory)
Stock : Friendable, Inc. (PC) (FDBL)
Quote : 0.0001 0.0 (0.00%) @ 2:05AM
Current Report Filing (8-k)
Print
Alert
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 27, 2018
Date of Report (Date of earliest event reported)
Friendable, Inc.
(Exact name of registrant as specified in its charter
Nevada
000-52917
98-0546715
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
1821 S Bascom Ave., Suite 353, Campbell, California 95008
(Address of principal executive offices) (Zip Code)
(855) 473-7473
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
? Emerging growth company
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. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
? Yes ? No
As used herein, the terms, “we,” “us,” “our,” and the “Company” refers to Vapir Enterprises, Inc., a Nevada corporation and its subsidiaries, unless otherwise stated.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Friendable, Inc. (“Friendable” or the “ Company ”) from time to time with the Securities and Exchange Commission (collectively, the “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although the Company’s management believes that the expectations reflected in the forward looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Company’s pro forma financial statements and the related notes filed with this Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On June 27, 2018, Friendable, Inc., a corporation organized under the laws of Nevada (the “Acquiror” or “Company”), shareholders of the Acquiror (the “Acquiror Principal Shareholders”), and Sharps Technology, Inc., a corporation organized under the laws of Wyoming (the “Acquiree”) entered into a Share Exchange Agreement (the “Agreement”) pursuant to which each person who is a shareholder of the Acquiree (the “Acquiree Shareholders”) (who are the holders of all of the issued and outstanding shares of common stock of the Acquiree (the “Acquiree Interests”)) have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Acquiree Shareholders, all of the Acquiree Interests, in exchange for the issuance of 17,000,000 shares of Acquiror’s common stock to the Acquiree Shareholders (the “Acquiror Shares”), which Acquiror Shares shall constitute approximately 85.00% on a fully diluted basis of the issued and outstanding shares of Acquiror Common Stock immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as set forth in the Agreement. The 17,000,000 share number is subject to adjustment for any shares of Acquiree issued subsequent to June 27, 2018 for financing purposes. The transaction shall be consummated upon the satisfaction of certain closing conditions set forth in the Share Exchange Agreement which include but are not limited to: a reverse split of the Acquiror’s outstanding common stock so that no more than 3,000,000 shares will be outstanding in total prior to issuance of the Acquiror Common Stock, exchange of $1.5 million principal amount of notes for $1.5 million principal amount of post-closing notes and disposition of its Fan Pass, Inc. business and filing of an S-1 Registration Statement with respect thereto.
For accounting purposes, the Share Exchange will be treated as an acquisition of Acquiror and a recapitalization of Acquiree. Acquiree will be the accounting acquirer, and the result of its operations carryover.
In issuing the Acquiror Shares to the Acquiree Shareholders, the Company will rely upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
2
Disposition of Fan Pass, Inc.
On June 27, 2018, Acquiror, Acquiree and Fan Pass, Inc. entered into a Spin Off Agreement pursuant to which the Acquiror shall distribute 100% of the issued and outstanding stock of Fan Pass, Inc. to the Acquiror’s shareholders existing immediately prior to the Closing. The Spin Off Agreement also requires that Fan Pass, Inc. file a registration statement on Form S-1 for the registration of all of its shares distributed to Acquiror’s shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
10.1
Form of Share Exchange Agreement
10.2
Form of Spin Off Agreement
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 hereunto duly authorized.
Friendable, Inc.
Date: July 2, 2018
By:
/s/ Robert Rositano
Robert Rositano
CEO
has no one seen the the 8Q filing above ??? no posting about it.
My mistake thought you were talking about FDBL not FB.
where did you see this announcement ? googled it and only found this which was posted 2015. see link below.
the 10k has 12 pages of risk factors, have never seen that many before. They forgot the biggest one TOTAL MISS MANAGEMENT. Well excuses are like AHoles we all have one. There's are the biggest.
KngmAz his new home (ADAC)same type post there to.
36,124,583,700 .0002's on the ask this morning. 1 mil. .0001's on the bid. Something going on here?
I will have to travel over an hour to get there hope they keep ST office I go to now 30 min. away. Thank you.
tried searching for total sales, no were to be found. to access your TD open your Scottrade log in and there have TD login using your ST login forgot to tell you in PM.
If you google (Automatski friendable fan pass live) it will cleanup the page.
Well no reply back from Chris or Mary.
Have you looked into Fan Pass Its been in the UK for a while see below link. they started mostly with Sports and add other ticket sales to music and other events. US events also.
https://www.fanpass.co.uk/concerts-tickets/
CrazyJ, I was able to in large it from your link and its the same as friendable site's picture. More proof that Automaski is involved with FDBL. Nice find.
Why does Automaski show the Friendable 3 smiley faces and the same description of App write up used by FDBL (USA). You think it was a miracle that they came up with it word for word. Not
I'm going to try and contact him, and or his son, wife. He had all ways got back to me in the the past. May be I'll take a trip down there. I live in Conn could take train down to NY. Then to Brooklyn. They are near the old Navy yard where I spent 11 months as Commissioning crew of first Communication Type ship back in the 1960's. Showing my age ( birthday tomorrow 74 and in good shape so far. Great to hear from you.
That would be nice for all. IMOP it seems they are trying to get it going again.
Been poking around found this site. Not sure what it means, looks like startups to get investors. link below
www.funderbeam.com/startups/gander-tv
Good to see you guys posting LOL for New Year.
this PR is from January 04, 2017 05:30 ET last year, not new. Chk the date.
Itsjustmymoneys #53602. I tried it and did not work after his post to board, Just tried again now and they work.
From (itsjustmymoney) http://ir.friendable.com/management-team/ couldn't open Friendable site. Check (Itsjustmymoney's) posts.
went in thru your link, was able to open some of the other areas but not all. Maybe its being up dated.
Just tried it won't open either Friendable or Fan Pass ????
16 hrs to ICO FDBL Bitcoin Automaski close. clock ticking down. Ron is there a way to know How we did???
Just reread the Prospectus from Automaski, most of the wording is the same that has been used by the company, it looks like they have made some improvements to the software. its about 90% same as our wording used to describe FDBL workings. and the ideas how it does not need the cloud. Oh well it must be a twin. Thank you for your hard work here. LOl
They also have to Register and get there Symbol from the OTC that takes time. As they said in the months to come.
Automaski builds apps and it appears they are very interested in social media. And it looks like they selected FDBL as there first. See link below .
BR is right on in his information he shares here.
http://automatski.com/socialiot.html
When reading the PR about Fan Pass Live It tell you were funding will come from, " Friendable " Maybe no $$$ at moment but after Automaski's Token Sales very large Amount Will be there. See statement below from PR.
"Friendable intends to immediately dividend shares to all Friendable stock holders of record and prepare a registration statement for Fan Pass, Inc. to commence trading on the OTC exchange in the coming months. Additionally, the Company is taking delivery and full ownership of the existing technology and work product completed to date. Following this delivery, the Fan Pass application development will proceed forward utilizing Friendable's resources, rather than those of our previous partner."
Very important statement. No one has talked about this at all. The Token Sales is key here. And this is what smart people know.
RPJ 200 BROUGHT @ .0001 THINK THAT WILL bring on a RS.ha ha ha.
Wrong add another 0 onto that Its $2000 +.
I go the same warnings when tried to view that sight.
??? Is the 51% share holders include the preferred share holders also ??? Will be interesting to see how this plays out. I'm staying strong here, the way things negative have been posted here keeps me from giving up. I have much respect for BR and others who post the positive things in a more professional manner. LOLTA
Had the same thing happen, large order and only 1 share (cost me 6.95) ???? crazy.
If you can't get the math right you can't get nothing right. LOL
50,000 shares x $2.00 = $100,000 not $10,000. use your calculator.
Mistakes happen. LOL
Here I am in PEI Canada boy are we getting stronger day by day, Maybe I'll see the brothers here, Nahhhh there to busy setting it all up for the smart people. stronger everyday. LOLTA
interesting (LTA in post 42208) has key word for what we know .
post 42208
LOL...keep digging...it gets funnier and uglier at the same time...these scammers have been doing this for over a decade..dressing up an empty shell...like putting make up on a pig...we LOVE TO FIND TARGETS LIKE THIS...LMAO