Friendable Inc (FDBL)

[Euripides90]

Item 5.02(a): Dean Rositano

Executive Agreement

On January 19, 2014, iHookup entered into an employment agreement with Dean Rositano pursuant to which Dean Rositano will serve as President and Chief Technology Officer of iHookup. The employment agreement provides, among other things, that Dean Rositano will be eligible for participation in any employee benefit plan, retirement plan, and option plan maintained by iHookup; receive a base salary of $150,000 per year; and receive reimbursement for ordinary and necessary business expenses incurred in connection with the performance of his duties as President and Chief Technology Officer of iHookup. Upon a successful launch of iHookup’s products and services and reaching the first 1,000,000 registered users, Dean Rositano will receive a bonus of $50,000 and his base salary will be increased to $200,000 annually. When iHookup reaches a cumulative 5,000,000 registered users or more, Dean Rositano will receive a bonus of $75,000 and his base salary will be increased to $250,000 annually. After the above goals are achieved, his base salary will begin being increased semi-annually at a minimum rate of 10% or higher, as determined by the board of directors or a committee established by the board of directors for compensation purposes. If iHookup is unable to pay executive salary or bonuses, the amounts owed will be accrued as a convertible note. The note can be converted into common stock, at Dean Rositano’s sole discretion.

The foregoing description is qualified in its entirety by reference to the employment agreement, which is filed herewith as Exhibit 10.19 and incorporated herein by reference.


Item 5.02(b): Robert A. Rositano, Jr.

Executive Agreement

On January 19, 2014, iHookup entered into an employment agreement with Robert Rositano pursuant to which Robert Rositano will serve as Chief Executive Officer and Secretary of iHookup. The employment agreement provides, among other things, that Robert Rositano will be eligible for participation in any employee benefit plan, retirement plan, and option plan maintained by iHookup; receive a base salary of $150,000 per year; and receive reimbursement for ordinary and necessary business expenses incurred by Robert Rositano in connection with the performance of his duties as Chief Executive Officer and Secretary of iHookup. Upon a successful launch of iHookup’s products and services and reaching the first 1,000,000 registered users, Robert Rositano will receive a bonus of $50,000 and his base salary will be increased to $200,000 annually. When iHookup reaches a cumulative 5,000,000 registered users or more, Robert Rositano will receive a bonus of $75,000 and his base salary will be increased to $250,000 annually. After the above goals are achieved, his base salary will begin being increased semi-annually at a minimum rate of 10% or higher, as determined by the board of directors or a committee established by the board of directors for compensation purposes. If iHookup is unable to pay executive salary or bonuses, the amounts owed will be accrued as a convertible note. The note can be converted into common stock, at Robert Rositano’s sole discretion.

The foregoing description is qualified in its entirety by reference to the employment agreement, which is filed herewith as Exhibit 10.20 and incorporated herein by reference.


Family business indeed, though there are some other top managers who are well-compensated just not quite as much.
Only positive I can glean by trying hard, is that since each preferred share will be worth 9 commons upon conversion, they want to increase common shares' value before they do convert and sell.

Their compensation increases with sign-ups but not revenue, as I read it the sign-ups can be free level.

(JIMHO, still looking for someone more "expert" and literate who might shed light on these details.)

None of this would be so bothersome if it weren't for the $900,000++ deficit described in S-1 I posted previously, which puts the future of company in jeopardy and requires fancy footork in terms of methods of financing, changes to share structure and as I read it, the just completed Reverse Split.
While QUARTERLY expense is around $650,000 largely due to admin./interest while relatively little goes to product development.

A good chunk is interest -- can someone decipher if that's for the purchase HKUP/ former Titan made to buy the Rositan's previous (and concurrent) CMI company as described?

Let's keep in mind Robert and his wife Stacy are still owners and managers of HKUP's major shareholder, Copper Creek.


Item 5.02(c): Conflicts of Interest

There are several related party transactions reported within the Initial Report and this Amendment No. 1. All conflicts of interests between such related parties have been duly approved by the required board and/or shareholder approvals. Please see below for further disclosure:

As described in Item 1.01, CMI sold the iHookup mobile app to iHookup for a purchase price of $293,750. iHookup paid the purchase price by issuing 1,175,000 shares of its Series A Preferred Stock, priced at $0.25/share, to CMI.

Dean Rositano and Robert Rositano are each directors and 19.3% stockholders of CMI. At CMI, Dean Rositano also serves as President, Chief Technology Officer and Secretary, while Robert Rositano serves as Chief Executive Officer. They will both continue their respective roles at CMI while serving as directors and officers of Titan and iHookup.

Dean Rositano and Robert Rositano are both directors and stockholders of iHookup. At iHookup, Dean Rositano also serves as President and Chief Technology Officer, while Robert Rositano serves as Chief Executive Officer and Secretary. The majority stockholder of iHookup is Copper Creek Holdings, LLC, a Nevada limited liability company owned and managed by Robert Rositano and his wife, Stacy Rositano.

As described in the Initial Report, Dean Rositano and Robert Rositano have both been appointed directors and officers of Titan. At Titan, Dean Rositano will serve as President and Chief Technology Officer, while Robert Rositano will serve as Chief Executive Officer and Secretary.

Pursuant to the Merger Agreement, Titan’s Series A Preferred Stock consists of the following: Dean Rositano and Robert Rositano each own 4,510,400 shares, Copper Creek Holdings, LLC owns 36,083,350 shares, and CMI owns 4,895,850 shares. As described in the Initial Report, such Series A Preferred Stock shall be convertible into the number of shares of common stock which equals nine times the total number of shares of common stock which are issued and outstanding at the time of conversion until the closing of a Qualified Financing (i.e. sale and issuance of equity securities of Titan that results in gross proceeds to Titan in excess of two million five hundred thousand dollars ($2,500,000)). The foregoing description is qualified in its entirety by reference to the Certificate of Designation, which is filed herewith as Exhibit 3.05 and incorporated herein by reference.


http://www.sec.gov/Archives/edgar/data/1414043/000092963814000247/body_8k.htm


At least we seem to be coming back from the low support reached yesterday which is below the min. to stay OTCQB status, don't want to flirt with another R/S!!! Hope the financiers per previous agreement have satisfied themselves -- at least for now!