AMIABLE, INC. RAPPORT DE GESTION ET ANALYSE DE LA SITUATION FINANCIÈRE ET DES RÉSULTATS D’EXPLOITATION (formulaire 10-Q/A)

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.



Overview


Amiable, Inc.(la “Société”), est constituée en État du Nevada.



About Friendable Inc.


Amicale Inc. est une société de technologie mobile et de marketing axée sur le développement et l’identification de produits, de services et d’opportunités de marque avec un potentiel de marché de masse et une évolutivité.




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.


Sur 28 juin 2017la Société forme une filiale à 100 % Nevada appelée filiale FanPass, Inc.




Friendable has since pivoted its business focus to its Music Artist Offering, a
one of a kind 360 artist platform. The offering now includes music
production/collaboration, music distribution (Spotify, Sound Cloud), Play
Listing, Livestream/live events, promotions, ticket sales, behind the scenes,
merchandising designs/store/ship, tips, fan interaction, subscription offerings
and more, which all equal revenue sharing and earning for all music artists. It
is the Company's goal to become the new launch point for Indie Artists, as well
as Artists at all levels, as they build engagement, revenue, and fans/followers.



The Fan Pass livestream artist platform was launched July 24, 2020. The platform
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
services offerings to include a 360 suite of music artist services, completing
this full spectrum solution with its acquisition of Artist Republik and
FeaturedX in January 2022.



Friendable was founded by brothers Robert A. Rositano Jr. and Dean Rositano, who
have more than 27 years of experience working together on technology-related
ventures.

                                       33



For more information,


visitez www.Friendable.com, www.FanPassLive.com, www.artistrepublik.com et www.featuredX.com

De plus, téléchargez les applications FanPass et FanPassLive sur App Store d’Apple ou la Google Play Store.

Qu’est-ce que cela fait exactement? Laissez-passer pour les fans en direct fais?




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 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 platforms. It
conveniently provides Exclusive Artist "Channels" jam-packed with all their
relevant content from videos, photos, interviews, and past and upcoming events.



Alors que Fan Pass facture aux fans des frais de transaction minimes pour la vente de billets, les artistes conservent l’argent gagné sur la vente de billets. La gestion de la marchandise est également gérée par l’entreprise et une fois approuvée par l’artiste, toute la marchandise sera publiée au sein de la chaîne de l’artiste.

For 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 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.


Acquisition de l’entreprise Artist Republik

On January 4, 2022, the Company completed its acquisition of substantially all
the assets of Artist 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 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 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.

                                       34



In January, 2022 we also launched and released FeaturedX.com, a web property
acquired as part of the Company's acquisition of Artist Republik, FeaturedX has
thousands of artists currently available and is a place where artists can book a
guest feature, co-write, MIDI composition or live instrumental tracking for
artists releasing their next single or looking to extend reach and exposure by
tapping into these available resources for music production and collaboration.
While continuing to deliver a variety of expanded services to our artists,
platforms, and offerings, FeaturedX has now taken center stage as our next
service offering ready for growth. Working closely with Mr. O'Leary and Mr.
Menig, the 2 original co-founders of Featured X, it was immediately clear that
having them both on board as partners for our journey forward would be one of
our keys to success. This said, we have been able to reach agreement with both
O'Leary and Menig to join our team as partners as we focus on revenue, artists,
and additional services growth on a platform that already has great momentum.
Ryan "Tuck" O'Leary is a co-founder of FeaturedX and best known for slinging his
bass around with "Texas Metal" powerhouse Fit For A King, and has added another
ace to his ever-growing deck. In August 2020 alongside his longtime friend Jeff
Menig, O'Leary launched a new connective platform for creatives. FeaturedX is
the first premier platform for connecting and working with your favorite artists
from a multitude of genres. This is a dream team of the greatest artists in
alternative music. Combining years of friendships and touring experience we
built this as a community. Now teaming up with Fan Pass Live, FeaturedX is
looking to continue expanding and growing an already stellar roster of
creatives. Jeff Menig is a co-founder of FeaturedX and an entertainment industry
professional with over 21 years of experience in band management, live events,
merchandise, consulting, artist development, and marketing. His unrelentingly
passionate and persistent entrepreneur makes precision focused usage of the
diverse set of skills he's developed. Menig builds brands and bands for the
social media age, optimizing the multiple opportunities for engagement,
communication, and personal interaction for his clients. His keen attention to
detail, from visual elements to messaging, makes him invaluable as he teams with
Fan Pass Live to grow the FeaturedX brand and services.



For 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"



                         [[Image Removed: (GRAPHICS)]]


In August, 2022 the Company received notice from the Company's counsel that the
"Business Division" of the SEC had contracted counsel, in response to a routine
amendment filed by the Company on July 21, 2022 to its Regulation A offering,
asserting the need to move away from any Regulation A offering that was not at a
fixed price per share and/or was not an offering limiting conversion to common
shares at a fixed price, and if the offering was not in compliance with
Regulation A, the purchasers of the Series D Preferred Stock may have certain
claims against the Company for rescission. The Company has advised all such
holders and has obtained verbal confirmation from them that they will not seek
rescission. The Company is in the process of obtaining written waivers from
these investors. As of the date of this report the Company has obtained waivers
from two of the total eight investors. Certain investors still hold Series D
Preferred Stock and certain investors have already converted some shares of the
Series D Preferred into common stock. Accordingly, as of September 30, 2022 the
Company has reclassified the Series D Preferred Stock of $311,260 representing
31,126 Series D Preferred to temporary equity and has reclassified the common
stock issued upon conversion of Series D Preferred Stock of $1,432,940
representing 1,429,999,087 common shares to temporary equity relating to the six
investors that have not yet provided written waivers as of the date of this
report.



The Artist Republik brand and business was the first to be damaged by the SEC's
decision. The Company's ability to finance through it's "Qualified Regulation A"
offering was halted by the SEC's actions/requirement, as well as investor's
ability to participate in the offering until such time the Company amends and
re-files its Regulation A on a fixed per common share conversion price basis and
has obtained SEC Qualification to that amendment.

                                       35



Artist Republik had run a "Song of the Summer" or "SOTS" campaign for artist
song submission to pay top 5 $1,000 each for best Song of the Summer. The
Company's cash flows from the Artist Republik business itself are not able to
fully sustain operations and the Company relies upon investment capital for
marketing promotions, growth, development, and technology deployments and, with
the SEC questioning the Company's Regulation A offering which effectively halted
ongoing funding efforts, the Company, has not been able to pay out these prize
monies yet. In addition, the Artist Republik website, features, and functions
are currently unavailable until such time the Company can raise capital again
through its amended and re-qualified Regulation A offering, the intended 1 for
500 stock split becomes effective and it can successfully engage in alternative
financing structures. In the interim and temporarily, the Company's current
level of revenues from the Artist Republik business has significantly declined
below management's original forecast for third and fourth quarter 2022 as a
result of certain technologies that were inactive or not working correctly as
inherited from the acquisition of Artist Republik. Additionally, the Company
retained the Artist Republik founder and other key personnel that represented
their specific knowledge and ability to integrate front end and back-end
systems, servers and API's that are all needed for the interworking's of the Fan
Pass Live "360" offering which is to include music distribution. Unfortunately,
those retained following the transition and representations made prior, during
and following the acquisition were not held or performed by the outside
personnel retained. The Company's CTO continues to work diligently to unwind
certain aspects of prior technologies while integrating in such a way that the
Artist Republik services and offering can become live again in Q1 of 2023, as
Management believes it is a significant draw for independent artists and becomes
the initial "Front Door" or entry point for each artist to begin their journey
with the Company and all its service offerings.



Management further performed a quantitative assessment of the carrying value of
goodwill of $830,268 that arose from the January, 2022 acquisition of the Artist
Republik business and determined that, as of September 30, 2022, it needed to be
expensed in the Consolidated Statements of Operations.



Executive Leadership


Our two founders are a team of Entrepreneurs who have over 25 years of tech
related startup experience, recruiting talent, building 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,
                                               2022                2021             2022               2021

LE REVENU:

Ventes par abonnement et marchandisage 2 596 $ 1 866 $

    $       5,177      $      4,780
Music royalties and services                       46,337                -            156,550                 -
                                                   48,933            1,866            161,727             4,780
OPERATING EXPENSES
Commissions                                         2,581              247              8,741               605
General and administrative                        325,283          315,672          1,048,151           962,281
Software development, hoisting and
support - related party                           180,000          260,000            540,000           597,500
Other software support fees                        14,606                -             44,448                 -
Revenue shares                                     42,465              920            138,288             2,124
Investor relations                                  2,587           58,118              9,627           104,968
Advertising, promotion and marketing               30,427          127,269            202,928           393,321
Impairment of goodwill                            830,268                -            830,268                 -
Amortization of intangible assets                  14,596                - 
           43,788
                                                1,442,813          762,226          2,866,239         2,060,799

LOSS FOR OPERATIONS                            (1,393,880 )       (760,360 )       (2,704,512 )      (2,056,019 )

OTHER INCOME(EXPENSE)
Accretion and interest expense                    (50,552 )       (426,200 )         (155,211 )        (936,113 )
Gain on extinguishment of convertible
note                                                    -                -             81,706                 -
Loss in initial derivative expense                (19,452 )              -            (78,452 )      (1,796,835 )
Loss on settlement of convertible debt                  -                -            (85,913 )               -
Gain on change to fair value of
derivatives                                        91,699          867,298             98,999         2,818,298
                                                   21,655          441,098  

(138 871 ) 85 350

NET INCOME (LOSS)                         $    (1,372,225 )     $ (319,262
)    $  (2,843,393 )    $ (1,970,669 )


                                       36


Pendant trois mois terminés 30 septembre 2022 par rapport à 30 septembre 2021




Revenues:



The Company had revenues of $48,933 and $1,866 for the three months ended
September 30, 2022 and 2021 respectively. Revenues in 2022 included $46,337 in
music royalties and services and $1,496 in subscriptions relating to the Artist
Republik music business acquired January 5, 2022 (2021 $0). The remainder of
2022 revenue related to Fan Pass subscriptions and merchandising sales of $1,099
for the three months ended September 30, 2022 (2021:$1,866).



Operating Expenses


The Company had operating expenses of $1,442,813 and $762,226 for the three
months ended September 30, 2022 and 2021 respectively. The increase in operating
expenses in 2022 was due primarily to the expensing of goodwill due to
impairment of $830,268 and increased artist revenue shares, partially offset by
lower investor relations expense and related party software development, hosting
and support.



Other Income and Expense



The Company had other income of $21,655 for the three months ended September 30,
2022, compared with other income of $441,098 for the three months ended
September 30, 2021. The decrease in other income was due primarily to a gain on
change in fair value of derivatives in 2021 of $867,298 offset by higher
accretion and interest expense of $ 426,200 in 2021.



Net Loss


The Company had net loss of $1,372,225 for the three months ended September 30,
2022, compared to a net loss of $319,262 for the three months ended September
30, 2021. The higher net loss in 2022 was due primarily to the expensing of
goodwill due to impairment $830,268. In addition, 2021 had a gain on change in
fair value of derivatives of $867,298, offset by higher accretion and interest
expense, compared with 2022.


For the nine months ended September 30, 2022 compared to September 30, 2021


Revenues



The Company had revenues of $161,727 and $4,780 for the nine months ended
September 30, 2022 and 2021 respectively. The increase was due to the Artist
Republik music business acquired January 5, 2022. Revenue in 2021 related
entirely to subscriber and merchandising revenue from the Company's Fan Pass
app.



Operating Expenses



The Company had operating expenses of $2,866,239 and $2,060,799 for the nine
months ended September 30, 2022 and 2021 respectively. The increase in operating
expenses was due primarily to the expensing of goodwill due to impairment of
$830,268 in 2022, increase of $136,164 in revenue shares expense on Artist
Republik revenue, new amortization expense of intangible assets $43,788, and an
increase of $85,870 in general and administrative expenses arising primarily
from higher legal and audit fees attributable to the acquisition of the Artist
Republik business, partially offset by lower investor relations and advertising,
promotion and marketing expense.



Other Income and Expense



The Company had other expense of $138,871 and other income of $85,350 for the
nine months ended September 30, 2022 and 2021, respectively. The reduction in
2022 related primarily to a gain on change in fair value of derivatives of
$2,818,298 offset by a loss on initial derivative expense of $1,796,835 and
increased accretion and interest expense of $936,113 in 2021.



Net Loss


The Company had net losses of $2,843,383 and $1,970,669 for the nine months
ended September 30, 2022 and 2021 respectively. The increase in net loss was due
primarily to the expensing of goodwill due to impairment of $830,268 which
increased operating expenses, partially offset by a reduction in other expense
and an increase in revenues.



Liquidités et ressources en capital



Working Capital



                                September 30, 2022       December 31, 2021
                                   (unaudited)
Current Assets                 $              5,745     $           253,523
Current Liabilities            $         (5,493,148 )   $        (5,007,005 )
Working Capital (Deficiency)   $         (5,487,405 )   $        (4,753.482 )


                                       37


Actifs circulants en 30 septembre 2022 diminué par rapport à 31 décembre 2021 en raison de la baisse de trésorerie.




Current liabilities at September 30, 2022 increased compared to December 31,
2021 primarily due to a contingent purchase consideration of $410,000 relating
to the acquisition of the Artist Republik business in 2022 and an increases in
accounts payable and accrued expenses of $464,511, partially offset by a
reduction of $411,348 in 2022 in the Company's mandatorily redeemable Series C
convertible preferred stock liability.



Cash Flows



                                                                Nine months               Nine months
                                                                   Ended                     Ended
                                                             September 30, 2022        September 30, 2021
Net Cash Used in Operating Activities                       $         (1,232,478 )    $         (1,843,633 )
Net Cash Provided by Investing Activities                                  9,500                         -
Net Cash Provided by Financing Activities                                975,200                 2,237,815
Net Increase (Decrease) in Cash                             $           (247,778 )    $            394,182



Trésorerie nette utilisée dans les activités d’exploitation




Our cash used in operating activities was $1,232,478 for the nine month period
ended September 30, 2022 compared to $1,843,633 for the nine month period ended
September 30, 2021. Net loss was $2,843,383 and $1,970,669 for the nine month
periods ending September 30, 2022 and 2021 respectively. In 2022, adjustments to
reconcile the net loss to net cash used primarily included stock option expense
$82,974, amortization of debt discount $58,784, amortization of intangible
assets of $43,788, expensing the impairment of goodwill $830,268 and initial
derivative expense of $78,452. In 2021, adjustments to reconcile the net loss to
net cash used included primarily an adjustment for initial derivative expense
$1,796,835 and change in fair value of derivatives of $(2,818,298). In 2022,
changes in operating assets and liabilities included an increase in amount due
to related party of $62,500 and an increase to accounts payable and accrued
expenses of $501,880. In 2021 changes in operating assets and liabilities
included an increase to accounts payable and accrued expenses of $335,176 offset
by a reduction in amount due to related party $134,499.



Trésorerie nette fournie par les activités d’investissement

Pour les neuf mois se terminant 30 septembre 2022 nous avons reçu l’argent de 9 500 $ du regroupement d’entreprises Artist Republik.

Trésorerie nette provenant des activités de financement




Our cash provided by financing activities of $975,200 for the nine month period
ended September 30, 2022 included cash from the issuance of Series D preferred
stock under Regulation A of $879,200 less finder's fees of $24,250, net proceeds
from the issuance of Series C preferred stock of $ 53,750 and proceeds of
$66,500 from the issuance of convertible notes. Our cash provided by financing
activities of $2,237,815 for the nine month period ended September 30, 2021
included the issuance of Series C preferred stock sold for cash of $515,900
proceeds from the issuance of Series D preferred stock under Regulation A of
$1,610.000, less offering costs of $31,310, and net proceeds from the issuance
of convertible notes of $358,500 offset by a prepayment of convertible note
of $
116,500.



The Company derives the majority of its financing by issuing Series C and Series
D preferred stock to investors. The investors have the right to convert Series C
preferred stock at a discount of 29% to the then market price into common shares
of the Company after the requisite Rule 144 waiting period. Series D preferred
stock had been immediately convertible into common stock at deep discounts
ranging from 20% to 50% to the market until the Securities and Exchange
Commission first raised their concern in August 2022 regarding this
"at-the-market" convertibility and ruled that future of Series D preferred stock
conversions to common stock must occur at a defined (to be determined) set
market price.



Going Concern



Following the Securities and Exchange Commission's request to amend the
Company's Regulation A offering, the Company had also entered a corporate action
for its 500 for 1 reverse stock split. Such split has yet to be approved by
FINRA as of the date of this filing. However, the Company expects notice for an
effective date shortly. An effective date will trigger the Company's amended
Regulation A filing, review and qualification by the SEC which may enable the
Company to resume capital raising efforts for the future growth objectives
of
the business.

                                       38



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 30, 2022, the Company has a
working capital deficiency of $5,487,403 has an accumulated deficit of
$42,641,808 and has a stockholder's deficit of $7,069,008 after reclassification
of temporary equity of $1,744,200 and its operations continue to be funded
primarily from sales of its stock. During the nine months ended September 30,
2022, including the expensing of goodwill due to impairment of $830,268, the
Company had a net loss and net cash used in operations of $2,843,383 and
$1,232,478. 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
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.


Ajustements hors bilan

Nombre de 30 septembre 2022la Société n’a aucun ajustement hors bilan.

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