On April 7, 2017, Friendable, Inc. (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 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 Companys bank accounts. to the Settlement Agreement,
the Company agreed to issue an 8% Convertible Note in the
principal amount of $82,931.27 (the Note). The Note was issued to
an entity controlled by Mr. Canouse. Although the Note is dated
Mach 30, 2017, it was issued on April 7, 2017. In return for the
issuance of the Note, Mr. Canouse will file a Consent Motion to
Withdraw Judgment, dismiss all garnishments, and cease all
collection activities.

Interest accrues daily on the outstanding principal amount of the
Note at a rate per annum equal to 8% on the basis of a 365-day
year. The principal amount of the Note and interest are payable
on September 30, 2017. 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 on
the trading day immediately preceding the closing date, 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,
provided, however, if the Companys share price at any time loses
the bid (ex: 0.0001 on the ask with zero market makers on the bid
on level 2), then the conversion price may, in the Holders sole
and absolute discretion, be reduced to a fixed conversion price
of 0.00001 (if lower than the conversion price otherwise). Mr.
Canouse does not have the right to convert the Note, to the
extent that he would beneficially own in excess of 4.9% of our
outstanding common stock. The Company shall have the right,
exercisable on not less than five (5) trading days prior written
notice to the Canouse entity, to prepay the outstanding balance
on the Note for (i) 135% of all unpaid principal and interest if
paid within 90 days of the issue date and (ii) 150% of all unpaid
principal and interest starting on the 91st day following the
issue date. 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 Note is a long-term debt obligation that is material to the
Company. The Note also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Notes in the event of such defaults.

The foregoing description of the terms of the Agreement and the
Note, does not purport to be complete and is qualified in its
entirety by the complete text of the documents attached as,
respectively, Exhibits 10.1 and 4.1 to this Current Report on
Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02. The
issuance of the securities whose information is set forth in Item
1.01 of this Current Report on Form 8-K were not registered under
the Securities Act of 1933, as amended (the Securities Act), but
qualified for exemption under Section 4(a)(2) of the Securities
Act. The securities were exempt from registration under Section
4(a)(2) of the Securities Act because the issuance of such
securities by the Company did not involve a public offering, as
defined in Section 4(a)(2) of the Securities Act, due to the
insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors.
In addition, these investors had the necessary investment intent
as required by Section 4(a)(2) of the Securities Act since they
agreed to, and will receive, share certificates bearing a legend
stating that such securities are restricted to Rule 144 of the
Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and
therefore not be part of a public offering. Based on an analysis
of the above factors, we have met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.

Item9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit
4.1	8% Convertible Note dated March 30, 2017 issued by the Company to J.P. Carey Enterprises, Inc.
10.1	Settlement Agreement dated April 7, 2017 by and between the Company and Joseph Canouse