UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 21, 2002
FONEFRIEND, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24408 33-0611753
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
2722 Loker Avenue West, Suite G, Carlsbad CA 92008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 607-2330
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported on Form 8-K filed with the Securities and
Exchange Commission on December 5, 2002, on November 21, 2002, Universal
Broadband Networks, Inc., a Delaware corporation ("UBNT"), announced that its
acquisition by merger of the assets of FoneFriend, Inc., a Nevada corporation
("FoneFriend Nevada") had closed pursuant to a "C" type reorganization. As a
result, FoneFriend Nevada was reorganized with and merged into UBNT, with UBNT
being the surviving corporation. UBNT subsequently changed its name to
FoneFriend, Inc., a Delaware corporation (the "Registrant"). This Form 8-K/A is
being filed for the purpose of correcting the auditor's opinion letter provided
with the required audited and unaudited financial information concerning the
Registrant, which was previously filed on Form 8-K/A on December 26, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 7(a). FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following financial statements of FoneFriend, Inc., a Nevada
Corporation, are set forth below: (i) the audited balance sheets dated as of
April 30, 2002, and as of September 30, 2002, the audited statements of
operations, stockholders' equity and cash flows for the year ended April 30,
2002, and the five-month period ended September 30, 2002, the notes related
thereto and the related auditors' reports, and (ii) the unaudited consolidated
balance sheet, statement of operations and statement of changes in stockholders'
equity from October 1, 2002 through November 21, 2002.
2
INDEX TO FINANCIAL STATEMENTS
FONEFRIEND, INC.
Report of Henry Schiffer, CPA, P.C...........................................F-1
Balance Sheets dated April 30, 2002 and September 30, 2002...................F-2
Statement of Operations for the year ended April 30, 2002 and the period
ended September 30, 2002....................................................F-3
Statements of Cash Flow for the year ended April 30, 2002 and the period
ended September 30, 2002....................................................F-4
Statement of Changes In Equity...............................................F-5
Notes to Audited Financial Statements........................................F-6
Consolidated Balance Sheet dated November 21, 2002..........................F-14
Consolidated Statement of Operations for the period ended November 21, 2002.F-15
Consolidated Statement of Changes in Stockholders' Equity...................F-16
Notes to Consolidated Financial Statements..................................F-17
3
HENRY SCHIFFER, CPA
AN ACCOUNTANCY CORPORATION
315 S. BEVERLY DR. #211
BEVERLY HILLS, CA 90212
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Shareholders
FONEFRIEND, INC.
A Nevada Corporation
I have audited the accompanying consolidated balance sheets of FONEFRIEND, INC.
as of April 30, 2002 and September 30, 2002, and the related consolidated
statements of income and changes in stockholders' equity, and cash flows for the
periods ended April 30, 2002 and September 30, 2002. These financial statements
are the responsibility of management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
In my opinion, the consolidated financial statements referred to above present
fairly, the consolidated financial position of FONEFRIEND, INC., a development
stage company, for the dates indicated above and the results of its consolidated
operations, stockholders' equity and cash flows for the respective periods then
ended in conformity with generally accepted accounting principles consistently
applied. I believe this to be a "true and fair" reflection of the company's
financial affairs.
The accompanying audited and consolidated financial statements have been
prepared assuming that the company will continue as a going concern. As
discussed in the Notes to the financial statements, the Company has sustained
losses from initial startup costs and has a lack of substantial capital that
raises doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Henry Schiffer, CPA
Henry Schiffer, CPA
An Accountancy Corporation
Beverly Hills, California
December 13, 2002
F-1
FONEFRIEND, INC.
BALANCE SHEETS
(AUDITED)
APRIL 30, SEPTEMBER 30,
2002 2002
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents $ 228,010 $ 35,422
Inventory-Equipment 6,000 16,000
Stock subscriptions receivable 61,066 3,500
------------ ------------
Total current assets 295,076 54,922
Fixed Assets
Furniture and equipment 9,028 15,846
Depreciation (1,806) (3,127)
------------ ------------
Total fixed assets 7,222 12,720
Other Assets
Prepaid expenses/deposits 22,500 40,948
Technology Rights(FoneFriend License) 350,000 300,000
Capitalization/Development Cost 1,329,491 1,661,305
Note Receivable 38,600 38,600
Stock-FoneFriend Systems, Inc. 150,000 150,000
Organizational Costs 195 195
Accumulated amortization (39) (55)
------------ ------------
Total other assets 1,890,747 2,190,993
------------ ------------
TOTAL ASSETS 2,193,045 2,258,635
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 0 802
Officer Loan 195 195
------------ ------------
Total Current Liabilities 195 997
Stockholders' (Deficit)
Preferred Stock, authorized 5,000,000 shares 0 0
Common Stock, .001 par value 8,956 9,042
20,000,000 shares authorized
9,041,861 shares issued and
outstanding at 09/30/02
Retained Earnings (Deficit) (885,288) (1,248,001)
------------ ------------
Additional Paid In Capital 3,069,182 3,496,597
Total Stockholder's Equity 2,192,850 2,257,638
Development stage
TOTAL LIABILITIES & STOCKHOLDERS' 2,193,045 2,258,635
EQUITY ============ ============
F-2
FONEFRIEND, INC.
STATEMENT OF INCOME
AND EXPENSES
APRIL 30, SEPTEMBER 30,
2002 2002
---------- ----------
Revenues $ -- $ --
Sales 0 0
---------- ----------
Total Income 0 0
Operating Expenses
Advertising expense 76,540 4,426
Auto expense 16,471 11,725
Bank Fees 1,590 254
Commissions 30,000 28,889
Conference & meetings 821 --
Consulting Fees 374,088 130,514
Contributions -- 100
Conventions 1,675 --
Depreciation & amortization expense 1,845 1,337
Equipment leasing 3,969 367
Filing fees 95 270
Insurance 3,562 2,691
Internet Services 1,158 646
Legal fees 21,683 32,004
Meals and entertainment 5,211 4,995
Moving expenses -- 1,776
Office supplies 12,591 5,846
Officer/Stockholder Payments 53,000 12,500
Payroll -- 57,172
Payroll Processing Fees -- 94
Payroll Tax Expense -- 5,475
Postage 35,125 2,825
Professional Fees-Accounting 3,795 8,910
Rent 121,191 12,864
Repairs & Maintenance 849 2,680
Secretary service -- 1,010
Taxes 512 145
Telephone 95,155 14,594
Travel 24,362 17,727
Utilities -- 878
---------- ----------
Total Operating Expenses 885,288 362,713
---------- ----------
Total Net Income (Loss) ($885,288) ($362,713)
========== ==========
F-3
FONEFRIEND, INC.
STATEMENT OF CASH FLOWS
FOR THE TWELVE FOR THE FIVE
MONTHS ENDED MONTHS ENDED
APRIL 30, 2002 SEPT 30, 2002
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ($ 885,288) ($ 362,713)
Adjustments to reconcile net income (9,500) (13,000)
(loss) to net cash (used in)
provided by operating activities:
Increase in accounts payable, accrued 195 802
expenses and other
(Increase) in other assets (22,500) 0
------------ ------------
Net cash (used in) provided by operating activities (917,093) (374,911)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities (1,933,035) ($ 245,177)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 0 0
Issuance of common stock 8,956 86
Capital raised 3,069,182 427,415
Net cash (used in) provided by financing activities 3,078,138 427,501
Net increase in cash 228,010
Net decrease in cash -- (192,587)
Cash, beginning of period 0 228,010
------------ ------------
Cash, end of period $ 228,010 $ 35,422
============ ============
F-4
FONEFRIEND, INC.
Statement of Changes In Stockholders' Equity
For The Period Ended Sep 30, 2002
NO. OF COMMON STOCK ADDITIONAL PAID-IN ACCUMULATED TOTAL STOCK-
STOCK SHARES AMOUNT CAPITAL DEFICIT HOLDERS' EQUITY
---------------------------------------------------------------------------------------------
Net loss for the period ended -- -- -- (362,713) --
September 30, 2002
Common stock issued for services
September 30, 2002
Common stock issued & outstanding 8,956,361 8,956 3,069,182 (885,288) 2,192,850
April 30, 2002
Additional Common stock issued 85,500 86 427,415 -- --
September 30, 2002
Balance at September 30, 2002 9,041,861 9,042 3,496,597 (1,248,001) 2,258,638
=========== =========== =========== =========== ===========
F-5
FONEFRIEND, INC.
NOTES TO AUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE 1 - DESCRIPTION OF BUSINESS
A. Background
FoneFriend, Inc. ("FoneFriend" or the "Company") was incorporated on April 24,
2001, under the laws of the State of Nevada and maintains a corporate office in
the State of California at 2722 Loker Avenue West, Suite G, Carlsbad, California
92008. The Company's telephone number is: (760) 607-2330. The corporate e-mail
address is: mail@fonefriend.biz.
The primary business of the Company is to market an Internet telephony device
and related services to consumers, worldwide, called the "FoneFriend". The
underlying technology of the FoneFriend has been licensed by the Company from
FoneFriend Systems, Inc. and will enable the Company's subscribers to make and
receive unlimited, long-distance telephone calls over the Internet using only
their standard residential telephone set (without the need for a computer), for
a low monthly fee of $15 or less. Due to the small cost of transmitting calls
over the Internet, the Company anticipates that it will realize significant
gross profit margins, well in excess of those in the traditional
telecommunications industry.
B. Basis of Presentation
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. Management is attempting to raise additional
capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A: Fiscal Year
The Company's first complete fiscal year ended April 30, 2002. This report
presents both the fiscal year ended April 30, 2002, and the five month period
ending September 30, 2002.
B: Significant Estimates
In the process of preparing its consolidated financial statements in accordance
with accounting principles generally accepted in the United States of America,
F-6
the Company estimates the carrying value of certain assets and liabilities that
are subjective in nature. The primary estimates included in the Company's
audited financial statements include capitalization of start up expenses,
along with the useful lives and recoverability of property and equipment.
C: Cash and Cash Equivalents and Accounts Receivable
Cash and cash equivalents consist of cash and highly liquid investments with
maturities of three months or less at the date of purchase. These investments
are carried at cost, which approximates fair value due to their short-term
maturities.
Accounts receivable consist of stock subscriptions receivable.
D: Prepaid Expenses and Other Current Assets
The Company has cash outlays in advance of expense recognition for items such as
rent, interest, financing fees, and service contracts. All amounts identified as
prepaid expenses and other current assets will be utilized during the
twelve-month period after the balance sheet dates presented and accordingly have
been classified as current assets in the accompanying audited balance sheet.
E: Property and Equipment
Property and equipment are stated at cost. Property and equipment under capital
leases are stated at the present value of minimum lease payments. Property and
equipment are depreciated using the straight-line method over the estimated
useful lives of the assets.
F: Intangible Assets
Intangible assets consist primarily of acquired customer bases, long-term
marketing agreements, goodwill, and other items. Customer bases acquired
directly are valued at cost, which approximates fair value at the time of
purchase. When material intangible assets, such as customer bases and goodwill
are acquired in conjunction with the purchase of a company, FoneFriend
undertakes a study by an independent third party to determine the allocation of
the total purchase price to the various assets acquired and the liabilities
assumed. The costs assigned to intangible assets are being amortized on a
straight-line basis over the estimated useful lives on the assets, which is 36
months for substantially all intangible assets as of their date of acquisition.
Goodwill and other intangible assets are periodically reviewed for impairment to
ensure they are appropriately valued. Conditions that may indicate an impairment
issue exists include an economic downturn, changes in the churn rate of
subscribers or a change in the assessment of future operation. In the event that
a condition is identified that may indicate an impairment issues exists, an
assessment is performed using a variety of methodologies, including cash flow
analysis, estimates of sales proceeds and independent appraisals.
F-7
G: Income Taxes
The Company accounts for income taxes under the asset and liability approach
where deferred income tax assets and liabilities reflect the future tax
consequences, based on enacted tax laws, of the temporary differences between
financial and tax reporting at the balance sheet date.
H: Recently Issued Accounting Pronouncements
In August 2002, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires the Company to recognize a liability for
any obligations associated with the retirement of a tangible long-lived asset.
Any such liability will be recorded at fair value and will be initially offset
by an increase to the carrying amount of the related long-lived asset. The
Company will implement this statement for the upcoming year. The Company
believes that the adoption of this statement will not have a material effect on
the Company's consolidated financial position or results of operation.
NOTE 3 - CAPITAL STOCK
The holders of common stock are entitled to one vote for each share held of
record on all matters to be submitted to a vote of the shareholders. The
Articles of Incorporation do not provide for cumulative voting in the election
of directors, which means that the holders of a majority of the shares voted can
elect all of the directors then standing for election. The quorum required at a
stockholder's meeting is fifty percent (50%) of the shares entitled to vote,
represented in person or by proxy. If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on a
matter is required for stockholder approval, unless a greater percentage is
otherwise required by law. Holders of common stock have no preemptive,
conversion or redemption rights. Subject to preferences applicable to
outstanding shares of preferred stock, holders of common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors of the Company out of funds legally available therefore.
All outstanding shares of common stock, when issued, will be fully paid and
non-assessable. In the event of any liquidation, dissolution or winding-up of
the affairs of the Company, holders of the common stock will be entitled to
share ratably in the assets of the Company remaining after payment or provision
for the payment of all of the Company's debts and obligations and liquidation
payments of holders of outstanding shares of preferred stock. The authorized but
unissued shares of common stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including for future offerings to raise additional capital,
to facilitate corporate acquisitions and for employee benefits plans. One of the
effects of the existence of unissued of unreserved common stock may be to enable
the Board of Directors to issue shares to persons friendly to current management
which could render more difficult or discourage an attempt to obtain control of
the Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of the Company's management.
F-8
Basic earnings per share are computed by dividing net income (loss) by the
weighted average of common shares outstanding for the period. Diluted earnings
per share are computed by adjusting the weighted average number of shares
outstanding during the period for all potentially dilutive shares outstanding
during the period.
On April 30, 2002, the Company had 8,957,361 shares of common stock, par value
$.001, issued and outstanding and no shares of preferred stock have been issued.
From April 30th through June 30th, the Company issued an additional 84,500
shares of common stock at a price of $5 per share, pursuant to the terms of the
Company's private placement memorandum ("PPM"). As of September 30, 2002, the
Company had 9,041,861 shares of common stock issued and outstanding and no
shares of preferred stock had been issued.
Subsequently, on October 4, 2002, the Company's Board of Directors voted to
cancel 300,000 shares of common stock that were issued to two individuals
without due consideration or proper authorization, reducing the total issued and
outstanding shares of common stock to 8,741,861. Also, on October 14th, the
Board of Directors authorized the issuance of up to 1,000,000 shares of Series A
Preferred Stock, par value $.001, to be issued, on a share-for-share basis, to
all shareholders who purchase shares of the Company's common stock pursuant to
the terms of the PPM. Further, on October 30, 2002, the Company accepted pending
subscription agreements from existing shareholders for an additional 6,000
shares of common stock at a price of $5.00 per share. As of October 31st, the
Company had 8,747,861 shares of common stock issued and outstanding and 821,361
shares of Series A Preferred Stock issued and outstanding. In November, prior to
the merger with Universal Broadband Networks, Inc., the Company issued an
additional 52,139 shares of common stock in exchange for services provided to
the Company. Each share of the Series A Preferred Stock is non-voting and is
convertible into one share of common stock at the earliest date of: (i) twelve
months from issuance, or (ii) the date that any registration statement filed by
the Company becomes effective.
NOTE 4 - PRODUCT, AGREEMENTS, AND WARRANTS
A: FoneFriend Product and Servers
As currently featured on www.fonefriend.com (owned and operated by FoneFriend
Systems, Inc), the FoneFriend appliance holds FCC Registration Certificate No.
B11 USA-25483-MD-E. A first patent application for FoneFriend was filed on
February 25, 1997, and on February 25, 1998, an improved continuation-in-part
application, based thereon, was filed as an International Application under the
Patent Cooperation Treaty (PCT), providing the right to file applications in the
United States and Europe. The U.S. application was filed on March 9, 1998, and
FoneFriend Systems, Inc. filed its European application on September 22, 1999.
Finally, a trademark application for the FoneFriend appliance was filed on March
28, 1998, in the U.S. Patent & Trademark Office ("PTO") for telecommunications
devices for long-distance Internet telephony. This application was cleared by
the PTO for publication in the fall of 1998. Included in the Company's license
F-9
agreement with FoneFriend Systems Inc. is the use of its computer server network
comprised of Sun Microsystems servers that is scaleable to millions of users and
is deployed in two secure and separate locations to provide true network
redundancy.
Management believes a strategic competitive advantage of the FoneFriend
appliance is the method by which the system measures the bandwidth of the call
from both ends throughout the call. When packet loss occurs, instead of
buffering the packets like many other systems, the FoneFriend technology
dynamically double packetizes the voice. This means that users do not detect
latency in voice transfer. Along with making Internet calls, it is contemplated
that the FoneFriend system will enable users to send and receive Internet voice
mails using the user's e-mail address, as well as to listen to radio stations
that broadcast over the Internet. In the planning stages is also the ability of
the computer network to communicate over larger bandwidth (such as ISDN, cable,
and DSL), to send and receive faxes and video conferencing.
B: Agreement with CIC Productions, Inc.
Shortly after formation, the Company entered into an agreement with CIC
Productions, Inc. ("CIC Productions"), wherein it hired and sub-leased two
furnished office facilities located in Los Angeles and San Francisco,
California, and agreed to pay all costs associated with such office facilities
including a fee to CIC Productions equal to ten percent (10%) of such costs. The
Company staffed, managed and operated these offices for the purpose of
conducting fund raising, marketing and sales activities in an effort to achieve
both initial seed capital and a preliminary base of subscribers for the
"FoneFriend" product and services. As further consideration under the agreement,
the Company issued CIC Productions one hundred thousand (100,000) shares of its
common stock and granted an option to acquire seven hundred thousand (700,000)
shares of common stock at a price of one cent ($0.01) each. CIC Productions is
majority owned by Cary D Arnold. The agreement with CIC Productions, along with
their stock option, was terminated in June, 2002.
C: Warrants
The Company's Board of Directors authorized the issuance of a series of stock
purchase warrants to be used as an incentive in connection with the Company's
initial marketing efforts of the FoneFriend product. The Company had intended to
issue these Warrants to various third parties in connection with the sale or
lease of FoneFriend units and other marketing activities. No Warrants were ever
issued and they expired, without value, on June 30, 2002.
NOTE 5 - TECHNOLOGY LICENSE AGREEMENT
A: Technology license
Shortly after formation, the Company entered into a certain "Technology License
Agreement", dated April 30, 2001, with FoneFriend Systems, Inc., a District of
Columbia corporation ("FSI"), wherein it acquired a ten (10) year license to
F-10
manufacture, market, sell and utilize a proprietary, patented technology which
is commonly referred to as the "FoneFriend." Pursuant to said agreement, FSI has
agreed to provide selected support services, related to the operation of the
FoneFriend product, as well as assist the Company in arranging third party
suppliers to provide infrastructure services for the FoneFriend product, such as
internet service providers (ISP) and connectivity to long distance carriers in
order to enable the FoneFriend product to place "gateway" type calls to any
standard telephone located anywhere in the world. Additionally, FSI will provide
access to its global network servers, which connect "FoneFriend-to-FoneFriend"
calls over the Internet, and coordinate the manufacturing, procurement and
quality assurance of the FoneFriend appliances. The Company also has the right
to develop its own brand name of Internet telephony appliance.
Further, conditioned upon the receipt of financing in the amount of $5 Million,
or more, the Company will have an irrevocable option for the term of the
agreement to: (i) prevent FSI from issuing any future agreements relating to the
use of FoneFriend technology to any third parties that may compete with the
Company in exchange for a one-time payment of $250,000, and (ii) acquire all of
FSI's right, title and interest in any other agreements that it may have in
place with distributors and licensees, also in exchange for an additional
one-time payment of $250,000. The Company believes this will provide a strategic
marketing advantage as it will be able to coordinate all marketing activities of
the FoneFriend, worldwide, and generate revenues from all other such
distributors and licensees. Additionally, said option entitles the Company to
acquire all rights to FSI's web site on the Internet, located at:
www.fonefriend.com.
The FoneFriend technology currently provides high quality, extremely low cost,
worldwide voice communications services, with the development of other, value
added "e-commerce" services being considered..
NOTE 6 - PENDING STRATEGIC AGREEMENTS AND PARTNERS
The Company has recently entered into negotiations with several service
providers to accommodate the Company's requirements for Internet service, long
distance call completion facilities and customer management software. The
Company is also exploring several partnership arrangements to market and
distribute its products and handle customer service operations in foreign
countries. Additionally, the Company has begun negotiations with several
organizations that can fulfill the Company's requirements for customer service,
product fulfillment, and telemarketing support. However, there is no firm
agreement for any one of them and there can be no assurance that one will ever
materialize.
The Company is also attempting to negotiate arrangements with several direct
response television media companies. Such agreements would entail the production
and marketing of television commercials for the "FoneFriend" product and
services, as well as the coordination, purchase and selection of media airtime
for the Company's direct response television marketing campaign. Additionally,
the Company is exploring the possibility of a partnership with a company engaged
F-11
in purchasing large blocks of media time whereby such company would advance the
financing necessary to market the FoneFriend product on a large scale. It is
anticipated that any such media financing would be repaid from the sale and/or
monthly recurring revenue generated by subscribers to the Company's FoneFriend
services.
FoneFriend is a startup-stage enterprise that plans to become a premier provider
of Internet-based telecommunications services in the U.S. and world-wide by
seizing on the current and future opportunities in Voice over Internet Protocol
(VoIP) telephony technology and voice-data integrated communications services in
the e-commerce market place. The Company's licensed technology enables
subscribers to its services to make and receive unlimited long-distance
telephone calls routed over the Internet by using their standard residential
telephone set, without the need of a personal computer, for a low flat monthly
fee.
NOTE 7 - LITIGATION
On May 24, 2002, FoneFriend, Inc. was named as the defendant, and served with a
complaint brought by a former Director and Secretary of FoneFriend, Mr. William
Krusheski. This suit was filed in the United States District Court, Southern
Division as Case No. 02 CV 1031J (JAH), under the title William B. Krusheski v.
FoneFriend, Inc. a Nevada corporation and DOES 1 through 50, inclusive. It
alleges facts constituting a breach of contract, breach of implied covenant of
good faith and fair dealing and requests both damages in the approximate sum of
$89,000, along with interest, penalties and declaratory relief.
In response to the complaint, FoneFriend Inc. filed a motion to dismiss based
upon among other allegations, lack of jurisdiction. The motion was to be heard
on Sept. 25, 2002, but was taken off calendar pending settlement discussions,
FoneFriend, Inc. not only disputes the facts as alleged (which will be
vigorously defended against), but in the event settlement is not reached,
FoneFriend, Inc. intends to file a cross-complaint against William Krusheski for
his breach of contract, breach of fiduciary duty, fraud, negligent
misrepresentation, conversion and other appropriate causes of action. Mr.
Krusheski was a former officer and director of the Company; his relationship
with the Company was terminated on or about April 30, 2002.
FoneFriend, Inc. believes that its defense is meritorious and will, if filed,
prevail on the contemplated cross-complaint. This case, however, is in the early
stages of litigation and there can be no assurance as to the outcome of this
lawsuit. It is management's belief that a settlement agreement will be reached
which is currently being negotiated between the parties. In the event a
settlement is not reached, and the Company does not prevail at trial, there
exists the possibility of an adverse impact on FoneFriend Inc.'s financial
condition, results of operations, or liquidity.
F-12
NOTE 8 - PENDING MERGER
The assets of FoneFriend, Inc. will be acquired by Universal Broadband Networks,
Inc., a Delaware corporation ("UBNT") in November of 2002, in a tax-free
reorganization pursuant to IRC 368. The Company has elected to effectuate a "C"
type reorganization whereby UBNT will issue stock in exchange for all of the
Company's assets. In connection with such reorganization, the Company
anticipates that it will receive about 2.2 million shares of newly issued UBNT
common stock which it will distribute to existing shareholders on a pro-rata
basis. In addition, UBNT will issue about 821 thousand shares of preferred stock
to the Company which it will distribute to holders of its Series A Preferred
Stock.
On October 31, 2000, UBNT, a Delaware corporation, and four of its wholly-owned
subsidiaries, filed a voluntary petition for reorganization pursuant to Chapter
11 of Title 11 of the United States Code, 11 U.S.C.# 101 ET SEQ., in the United
States Bankruptcy Court for the District of Eastern California.
On June 13, 2002, the Company entered into an agreement with UBNT, whereby the
assets of the Company will be acquired by UBNT and UBNT's name changed to
reflect the Company's business. The Bankruptcy Court and the creditors committee
approved this agreement in August, 2002 and the Court entered its order
approving the transaction in September, 2002. Accordingly, upon completion of
the merger transaction, the newly reorganized company will endeavor to develop a
public trading market for its common stock. Some of UBNT's former shareholders
and creditors include Lucent Technology and Nortel Networks. Management of the
Company believes that its proposed status as a publicly traded entity will
enhance Its ability to raise additional capital required to carry out its
business objectives.
F-13
FONEFRIEND. INC.
CONSOLIDATED BALANCE SHEET
NOVEMBER 21, 2002
(AMOUNTS IN DOLLARS)
(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents $ 961
Inventory-Equipment 16,000
------------
Total current assets 16,961
------------
Fixed Assets
Furniture and equipment 15,840
Less depreciation (3,127)
------------
Total fixed assets 12,713
------------
Other Assets
Prepaid expenses and deposits 41,264
Technology Rights (FoneFriend License) 300,000
Capitalized development costs 1,676,305
Investment in stock of FoneFriend Systems 150,000
Organizational costs, net of amortization of $55 140
------------
Total other assets 2,167,709
------------
TOTAL ASSETS $ 2,197,383
============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 4,310
Officer loan 23,195
------------
Total current liabilities 27,505
------------
Stockholders' Equity
Preferred stock, $.001 par value, authorized 50,000,000
shares, issued and outstanding, 821,361 shares 821
Common stock, $.001 par value, authorized 200,000,000
shares, issued and outstanding, 7,646,000 shares 7,646
Additional paid in capital 3,527,693
Retained earnings (deficit) (1,366,282)
------------
Total stockholders' equity 2,169,878
------------
Total liabilities and stockholders' equity $ 2,197,383
============
See Accompanying Notes to Financial Statements
F-14
FONEFRIEND, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM OCTOBER 1, 2002 THROUGH NOVEMBER 21, 2002
(AMOUNTS IN DOLLARS)
(UNAUDITED)
Revenues
Sales $ --
----------
Total Income --
----------
Operating Expenses
Advertising expense 893
Consulting fees 73,361
Filing fees 1,536
Insurance 1,632
Legal fees 6,090
Office supplies 1,986
Payroll expense 27,165
Payroll tax expense 1,282
Secretarial service 1,614
Telephone and utility expense 1,613
Other expense 1,109
----------
Total operating expenses $ 118,281
----------
Net loss from operations $(118,281)
----------
See Accompanying Notes to Financial Statements
F-15
FONEFRIEND, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM OCTOBER 1, 2002 THROUGH NOVEMBER 21, 2002
(AMOUNTS IN DOLLARS)
(UNAUDITED)
Additional Total
No. Shares Par Paid-In Accumulated Stockholders'
Outstanding Value Capital Deficit Equity
------------- ------------ ------------ ------------ ------------
Common shares
outstanding at
September 30, 2002 9,041,861 $ 9,042 $ 3,496,597 $(1,248,001) $ 2,257,638
Loss from operations (118,281) (118,281)
Common shares
cancelled (300,000) (300) -- -- (300)
Common shares
issued November
21, 2002 58,139 58 29,942 -- 30,000
------------- ------------ ------------ ------------ ------------
Total common
shareholders' 8,800,000 $ 8,800 $ 3,526,539 $(1,366,282) $ 2,169,057
------------- ------------ ------------ ------------ ------------
Preferred shares
issued November
21, 2002 821,361 $ 821 -- -- $ 821
------------- ------------ ------------ ------------ ------------
Total equity, all
shareholders' at
November 21, 2002
FoneFriend, Inc.
(Nevada corp.) -- -- -- -- $ 2,169,878
------------- ------------ ------------ ------------ ------------
Merger of FoneFriend,
Inc. (Nevada corp.)
with and into
FoneFriend, Inc.
(Delaware corp.): -- -- -- -- --
Issuance of new common
shares in exchange for
assets of Nevada Corp.: 2,200,000 2,200
Issuance of new common
shares in connection with
merger transaction: 846,000 846
Issuance of new common
shares to officers and
consultants: 4,600,000 4,600
Total equity, common
shareholders at
November 21, 2002
FoneFriend, Inc.
(Delaware corp.) 7,646,000 $ 7,646 $ 3,527,693 $(1,366,282) $ 2,169,057
------------- ------------ ------------ ------------ ------------
Issuance of Delaware
corp. preferred shares
for Nevada corp.
preferred shares 821,361 $ 821 -- -- $ 821
------------- ------------ ------------ ------------ ------------
Total equity, all
Shareholders at
November 21, 2002
FoneFriend, Inc.
(Delaware corp.) -- -- -- -- $ 2,169,878
------------- ------------ ------------ ------------ ------------
See Accompanying Notes to Financial Statements
F-16
FONEFRIEND, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 21, 2002
NOTE 1 - DESCRIPTION OF BUSINESS
A. Background
FoneFriend, Inc. ("FoneFriend" or the "Company") was incorporated on April 24,
2001, under the laws of the State of Nevada and maintains a corporate office in
the State of California at 2722 Loker Avenue West, Suite G, Carlsbad, California
92008. The Company's telephone number is: (760) 607-2330. The corporate e-mail
address is: mail@fonefriend.biz.
The primary business of the Company is to market an Internet telephony device
and related services to consumers, worldwide, called the "FoneFriend". The
underlying technology of the FoneFriend has been licensed by the Company from
FoneFriend Systems, Inc. and will enable the Company's subscribers to make and
receive unlimited, long-distance telephone calls over the Internet using only
their standard residential telephone set (without the need for a computer), for
a low monthly fee of $15 or less. Due to the small cost of transmitting calls
over the Internet, the Company anticipates that it will realize significant
profit margins, well in excess of those in the traditional telecommunications
industry.
B. Basis of Presentation
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. Management is attempting to raise additional
capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Fiscal Year
The Company's fiscal year ended April 30, 2002 for its first complete fiscal
year. This report covers the unedited financial statements for the period
beginning October 1, 2002, and ending November 21, 2002. The audited financial
statements and related footnotes for the fiscal year ended April 30, 2002, and
for the five months ended September 30, 2002, are included elsewhere herein.
F-17
B. Significant Estimates
In the process of preparing its consolidated financial statements in accordance
with accounting principles generally accepted in the United States of America,
the Company estimates the carrying value of certain assets and liabilities that
are subjective in nature. The primary estimates included in the Company's
consolidated financial statements include capitalization of start up expenses,
along with the useful lives and recoverability of property and equipment.
C: Cash and Cash Equivalents and Accounts Receivable
Cash and cash equivalents consist of cash and highly liquid investments with
maturities of three months or less at the date of purchase. These investments
are carried at cost, which approximates fair value due to their short-term
maturities.
Accounts receivable consist of stock subscriptions receivable.
D: Prepaid Expenses and Other Current Assets
The Company has cash outlays in advance of expense recognition for items such as
rent, interest, financing fees, and service contracts. All amounts identified as
prepaid expenses and other current assets will be utilized during the
twelve-month period after the balance sheet dates presented and accordingly have
been classified as current assets in the accompanying consolidated balance
sheet.
E: Property and Equipment
Property and equipment are stated at cost. Property and equipment under capital
leases are stated at the present value of minimum lease payments. Property and
equipment are depreciated using the straight-line method over the estimated
useful lives of the assets.
F: Intangible Assets
Intangible assets consist primarily of acquired customer bases, long-term
marketing agreements, goodwill, and other items. Customer bases acquired
directly are valued at cost, which approximates fair value at the time of
purchase. When material intangible assets, such as customer bases and goodwill
are acquired in conjunction with the purchase of a company, FoneFriend
undertakes a study by an independent third party to determine the allocation of
the total purchase price to the various assets acquired and the liabilities
assumed. The costs assigned to intangible assets are being amortized on a
straight-line basis over the estimated useful lives on the assets, which is 36
months for substantially all intangible assets as of their date of acquisition.
Goodwill and other intangible assets are periodically reviewed for impairment to
ensure they are appropriately valued. Conditions that may indicate an impairment
issue exists include an economic downturn, changes in the churn rate of
subscribers or a change in the assessment of future operation. In the event that
F-18
a condition is identified that may indicate an impairment issues exists, an
assessment is performed using a variety of methodologies, including cash flow
analysis, estimates of sales proceeds and independent appraisals.
G: Income Taxes
The Company accounts for income taxes under the asset and liability approach
where deferred income tax assets and liabilities reflect the future tax
consequences, based on enacted tax laws, of the temporary differences between
financial and tax reporting at the balance sheet date.
H: Recently Issued Accounting Pronouncements
In August 2002, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires the Company to recognize a liability for
any obligations associated with the retirement of a tangible long-lived asset.
Any such liability will be recorded at fair value and will be initially offset
by an increase to the carrying amount of the related long-lived asset. The
Company will implement this statement for the upcoming year. The Company
believes that the adoption of this statement will not have a material effect on
the Company's consolidated financial position or results of operation.
NOTE 3 -CAPITAL STOCK
The holders of common stock are entitled to one vote for each share held of
record on all matters to be submitted to a vote of the shareholders. The
Articles of Incorporation do not provide for cumulative voting in the election
of directors, which means that the holders of a majority of the shares voted can
elect all of the directors then standing for election. The quorum required at a
stockholder's meeting is thirty-five percent (35%) of the shares entitled to
vote, represented in person or by proxy. If a quorum is present, the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
on a matter is required for stockholder approval, unless a greater percentage is
otherwise required by law. Holders of common stock have no preemptive,
conversion or redemption rights. Subject to preferences applicable to
outstanding shares of preferred stock, holders of common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors of the Company out of funds legally available therefore.
All outstanding shares of common stock, when issued, will be fully paid and
non-assessable. In the event of any liquidation, dissolution or winding-up of
the affairs of the Company, holders of the common stock will be entitled to
share ratably in the assets of the Company remaining after payment or provision
for the payment of all of the Company's debts and obligations and liquidation
payments of holders of outstanding shares of preferred stock. The authorized but
unissued shares of common stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including for future offerings to raise additional capital,
F-19
to facilitate corporate acquisitions and for employee benefits plans. One of the
effects of the existence of unissued of unreserved common stock may be to enable
the Board of Directors to issue shares to persons friendly to current management
which could render more difficult or discourage an attempt to obtain control of
the Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of the Company's management.
Basic earnings per share are computed by dividing net income (loss) by the
weighted average of common shares outstanding for the period. Diluted earnings
per share are computed by adjusting the weighted average number of shares
outstanding during the period for all potentially dilutive shares outstanding
during the period.
As of September 30, 2002, the Company had 9,041,861 shares of common stock
issued and outstanding and no shares of preferred stock had been issued. On
October 4, 2002, the Company's Board of Directors voted to cancel 300,000 shares
of common stock that were issued to individuals without due consideration or
proper authorization, reducing the total issued and outstanding shares of common
stock to 8,741,861. Also, on October 14, 2002, the Board of Directors authorized
the issuance of up to 1,000,000 shares of Series A Preferred Stock, par value
$.001, to be issued, on a share-for-share basis, to all shareholders who
purchase shares of the Company's common stock pursuant to the terms of its
private placement memorandum ("PPM"). Through October 31, 2002, the Company
accepted pending subscription agreements from existing shareholders for an
additional 6,000 shares of common stock at a price of $5.00 per share. As of
October 31, 2002, the Company had 8,747,861 shares of common stock issued and
outstanding and 821,361 shares of Series A Preferred Stock issued and
outstanding. In November, prior to the merger with Universal Broadband Networks,
Inc., the Company issued an additional 52,139 shares of common stock in exchange
for services provided to the Company. Each share of the Series A Preferred Stock
is non-voting and is convertible into one share of common stock thirty days
after issuance. Said shares will automatically convert into common stock at the
earliest date of: (i) twelve months from issuance, or (ii) the date that any
registration statement filed by the Company becomes effective.
NOTE 4 - PRODUCT, AGREEMENTS, AND WARRANTS
A: FoneFriend Product and Servers
As currently featured on www.fonefriend.com (owned and operated by FoneFriend
Systems, Inc), the FoneFriend appliance holds FCC Registration Certificate No.
B11 USA-25483-MD-E. A first patent application for FoneFriend was filed on
February 25, 1997, and on February 25, 1998, an improved continuation-in-part
application, based thereon, was filed as an International Application under the
Patent Cooperation Treaty (PCT), providing the right to file applications in the
United States and Europe. The U.S. application was filed on March 9, 1998, and
FoneFriend Systems, Inc. filed its European application on September 22, 1999.
Finally, a trademark application for the FoneFriend appliance was filed on March
28, 1998, in the U.S. Patent & Trademark Office ("PTO") for telecommunications
devices for long-distance Internet telephony. This application was cleared by
the PTO for publication in the fall of 1998. Included in the Company's license
F-20
agreement with FoneFriend Systems Inc. is the use of its computer server network
comprised of Sun Microsystems servers that is scaleable to over 12,000,000 users
and is deployed in two secure and separate locations to provide true network
redundancy.
Management believes a strategic competitive advantage of the FoneFriend
appliance is the method by which the system measures the bandwidth of the call
from both ends throughout the call. When packet loss occurs, instead of
buffering the packets like many other systems, the FoneFriend technology
dynamically double packetizes the voice. This means that users do not detect
latency in voice transfer. Along with making Internet calls, it is contemplated
that the FoneFriend system will enable users to send and receive Internet voice
mails using the user's e-mail address, as well as to listen to radio stations
that broadcast over the Internet. In the planning stages is also the ability of
the computer network to communicate over larger bandwidth (such as ISDN, cable,
and DSL), to send and receive faxes and video conferencing.
NOTE 5 - TECHNOLOGY LICENSE AGREEMENT
A: Technology license
Shortly after formation, the Company entered into a certain "Technology License
Agreement", dated April 30, 2001, with FoneFriend Systems, Inc., a District of
Columbia corporation ("FSI"), wherein it acquired a ten (10) year license to
manufacture, market, sell and utilize a proprietary, patented technology which
is commonly referred to as the "FoneFriend." Pursuant to said agreement, FSI has
agreed to provide selected support services, related to the operation of the
FoneFriend product, as well as assist the Company in arranging third party
suppliers to provide infrastructure services for the FoneFriend product, such as
internet service providers (ISP) and connectivity to long distance carriers in
order to enable the FoneFriend product to place "gateway" type calls.
Additionally, FSI will provide access to its global network servers, which
connect "FoneFriend-to-FoneFriend" calls over the Internet, and coordinate the
manufacturing, procurement and quality assurance of the FoneFriend appliances.
The Company also has the right to develop its own brand of Internet telephony
appliance.
Further, conditioned upon the receipt of financing in the amount of $5 Million,
or more, the Company will have an irrevocable option to: (i) prevent FSI from
issuing any future agreements relating to the use of FoneFriend technology to
any third parties that may compete with the Company in exchange for a one-time
payment of $250,000, and (ii) acquire all of FSI's right, title and interest in
all other agreements that it has in place with distributors and licensees, also
in exchange for an additional one-time payment of $250,000. The Company believes
this will provide a strategic marketing advantage as it will be able to
coordinate all marketing activities of the FoneFriend, worldwide, and generate
revenues from all other such distributors and licensees. Additionally said
option entitles the Company to acquire all rights to FSI's web site on the
Internet, located at: www.fonefriend.com.
F-21
The FoneFriend technology currently provides high quality, extremely low cost,
worldwide voice communications services, with the development of other, value
added "e-commerce" services being considered..
NOTE 6 - PENDING STRATEGIC AGREEMENTS AND PARTNERS
The Company has recently entered into negotiations with several service
providers to accommodate the Company's requirements for Internet service, long
distance call completion facilities and customer management software. The
Company is also exploring several partnership arrangements to market and
distribute its products and handle customer service operations in foreign
countries. Additionally, the Company has begun negotiations with several
organizations that can fulfill the Company's requirements for customer service,
product fulfillment, and telemarketing support. However, there is no firm
agreement for any one of them and there can be no assurance that one will ever
materialize.
The Company is also attempting to negotiate arrangements with several direct
response television media companies. Such agreements would entail the production
and marketing of television commercials for the "FoneFriend" product and
services, as well as the coordination, purchase and selection of media airtime
for the Company's direct response television marketing campaign. Additionally,
the Company is exploring the possibility of a partnership with a company engaged
in purchasing large blocks of media time whereby such company would advance the
financing necessary to market the FoneFriend product on a large scale. It is
anticipated that any such media financing would be repaid from the sale and/or
monthly recurring revenue generated by subscribers to the Company's FoneFriend
services.
FoneFriend is a development-stage enterprise that plans to become a premier
provider of Internet-based telecommunications services in the U.S. and
world-wide by seizing on the current and future opportunities in Voice over
Internet Protocol (VoIP) telephony technology and voice-data integrated
communications services in the e-commerce market place. The Company's licensed
technology enables subscribers to its services to make and receive unlimited
long-distance telephone calls routed over the Internet by using their standard
residential telephone set, without the need of a personal computer, for a low
flat monthly fee. The proceeds from this Offering will be used primarily to
manufacture and market the Company's prototype product, the FoneFriend(TM), as
well as for general working capital purposes.
NOTE 7 - LITIGATION
On May 24, 2002, FoneFriend, Inc. was named as the defendant, and served with a
complaint brought by a former Director and Secretary of FoneFriend, Mr. William
Krusheski. This suit was filed in the United States District Court, Southern
Division as Case No. 02 CV 1031J (JAH), under the title William B. Krusheski v.
FoneFriend, Inc. a Nevada corporation and DES 1 through 50, inclusive. It
alleges facts constituting a breach of contract, breach of implied covenant of
good faith and fair dealing and requests both damages in the approximate sum of
$89,000, along with interest, penalties and declaratory relief.
F-22
In response to the complaint, FoneFriend Inc. filed a motion to dismiss based
upon among other allegations, lack of jurisdiction. The motion was to be heard
on Sept. 25, 2002, but was taken off calendar pending settlement discussions,
FoneFriend, Inc. not only disputes the facts as alleged (which will be
vigorously defended against), but in the event settlement is not reached,
FoneFriend, Inc. intends to file a cross-complaint against William Krusheski for
his breach of contract, breach of fiduciary duty, fraud, negligent
misrepresentation, conversion and other appropriate causes of action. Mr.
Krusheski was a former officer and director of the Company; his relationship
with the Company was terminated on or about April 30, 2002.
FoneFriend, Inc. believes that its defense is meritorious and will, if filed,
prevail on the contemplated cross-complaint. This case, however, is in the early
stages of litigation and there can be no assurance as to the outcome of this
lawsuit. It is management's belief that a settlement agreement will be reached
which is currently being negotiated between the parties. In the event a
settlement is not reached, and the Company does not prevail at trial, there
exists the possibility of an adverse impact on FoneFriend Inc.'s financial
condition, results of operations, or liquidity.
NOTE 8 - MERGER
The assets of FoneFriend, Inc. were acquired by Universal Broadband Networks,
Inc.(UBNT) at the close of business on November 21, 2002, in a tax-free
reorganization pursuant to IRC 368 (the "Merger"). The Merger was effectuated as
a "C" type reorganization whereby UBNT issued stock in exchange for all of the
assets of FoneFriend, Inc. UBNT was the surviving corporation and changed its
name to FoneFriend immediately subsequent to the Merger. Pursuant to the terms
of the Amended and Restated Agreement and Plan of Merger by and between UBNT and
FoneFriend, and the Fourth Amended Plan of Reorganization, as approved by the
U.S. Bankruptcy Court (the "Plan"), the Merger transaction was accomplished as
follows:
1. All of UBNT's issued and outstanding shares of capital stock
were cancelled and extinguished and the stockholders of UBNT
prior to the Merger have no further interest or rights in
UBNT.
2. UBNT issued 2,200,000 shares of newly created common stock in
favor of FoneFriend in exchange for all of FoneFriend's assets
and 115,750 shares of newly created common stock in favor of a
Liquidating Trust for the benefit of creditors. As a result,
the merged Registrant then had a total of 2,315,750 shares of
newly created common stock issued and outstanding, of which
former shareholders of the dissolved FoneFriend owned
ninety-five(95%) and J. Michael Issa, Esq., as Trustee of the
Liquidating Trust (which was created under the Plan), owned
five percent (5%) of the outstanding common stock of the
merged Registrant.
3. The issuance of stock pursuant to the Plan, as filed within
the U.S. Bankruptcy Court, was ordered by said Court to be
exempt from all applicable Federal, State and local securities
laws pursuant to 11 U.S.C. ss. 1145 (a).
F-23
4. FoneFriend management distributed the Registrant's shares
received to its shareholders, on a pro-rata basis. Each
shareholder of FoneFriend received (1) share of the
Registrant's common stock for every four shares (4) shares of
FoneFriend common stock held by him or her.
5. Immediately subsequent to the Merger, the Registrant
authorized the issuance of 821,361 shares of a newly created
Series A Preferred Stock (each share of which is convertible
into one share of common stock) to be issued to those
FoneFriend shareholders who held shares of FoneFriend's
preferred stock prior to the Merger.
6. The Registrant then issued 4,600,000 shares of common stock to
various personnel in management and consultant positions in
order to hire and/or retain their services, an additional
423,000 shares of common stock to Dennis H. Johnston as
compensation for his services in connection with the merger
transaction between the Registrant and FoneFriend and an
additional 307,250 shares of common stock to the Liquidating
Trust so as to be in compliance with the Anti-Dilution
Protection provisions of the Plan.
///
F-24
ITEM 7(c). EXHIBITS.
2.1 Amended and Restated Agreement and Plan of Merger dated as of June 12,
2002, by and among Universal Broadband Networks, Inc. a Delaware
corporation, and FoneFriend, Inc., a Nevada corporation. (incorporated
by reference to FoneFriend's Current Report on Form 8-K, which was
filed on December 5, 2002).
2.2 Certificate of Merger of FoneFriend, Inc. with and into Universal
Broadband, Inc. pursuant to Section 252 of the General Corporations Law
of the State of Delaware, dated as of November 20, 2002. (incorporated
by reference to FoneFriend's Current Report on Form 8-K, which was
filed on December 5, 2002).
2.3 Articles of Merger Of FoneFriend, Inc. and Universal Broadband
Networks, Inc. pursuant to the provisions of Chapter 92A of the Nevada
Revised Statutes, dated as of November 19, 2002 (incorporated by
reference to FoneFriend's Current Report on Form 8-K, which was filed
on December 5, 2002).
2.4 FoneFriend Restated Certificate of Incorporation dated as of November
20, 2002 (incorporated by reference to FoneFriend's Current Report,
which was filed on December 5, 2002).
2.5 Universal Broadband Networks, Inc.'s Fourth Amended Plan of
Reorganization dated as of June 13, 2002. (incorporated by reference
to FoneFriend's Amended Current Report on Form 8-K/A, which was
filed on December 26, 2002).
2.6 Order confirming Universal Broadband Networks, Inc.'s Fourth Amended
Pan of Reorganization entered as of September 18, 2002 by the U.S.
Bankruptcy Court Central District of California. (incorporated by
Reference to FoneFriend's Amended Current Report on Form 8-K/A, which
Was filed on December 26, 2002).
99.1 Joint Press Release, dated December 5, 2002, by Universal Broadband
Networks, Inc., and FoneFriend, Inc. (incorporated by reference to
FoneFriend's Current Report on Form 8-K, which was filed on December 5,
2002).
--------------------------------------------------------------------------------
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.
FONEFRIEND, INC.
Date: February 18, 2003 /s/ Jackelyn Giroux
------------------------------
Name: Jackelyn Giroux
Title: Chief Executive Officer
--------------------------------------------------------------------------------
EXHIBIT INDEX
2.1 Amended and Restated Agreement and Plan of Merger dated as of June 12,
2002, by and among Universal Broadband Networks, Inc. a Delaware
corporation, and FoneFriend, Inc., a Nevada corporation. (incorporated
by reference to FoneFriend's Current Report on Form 8-K, which was
filed on December 5, 2002).
2.2 Certificate of Merger of FoneFriend, Inc. with and into Universal
Broadband, Inc. pursuant to Section 252 of the General Corporations Law
of the State of Delaware, dated as of November 20, 2002. (incorporated
by reference to FoneFriend's Current Report on Form 8-K, which was
filed on December 5, 2002).
2.3 Articles of Merger Of FoneFriend, Inc. and Universal Broadband
Networks, Inc. pursuant to the provisions of Chapter 92A of the Nevada
Revised Statutes, dated as of November 19, 2002 (incorporated by
reference to FoneFriend's Current Report on Form 8-K, which was filed
on December 5, 2002).
2.4 FoneFriend Restated Certificate of Incorporation dated as of November
20, 2002 (incorporated by reference to FoneFriend's Current Report,
which was filed on December 5, 2002.
2.5 Universal Broadband Networks, Inc.'s Fourth Amended Plan of
Reorganization dated as of June 13, 2002. (incorporated by reference
to FoneFriend's Amended Current Report on Form 8-K/A, which was
filed on December 26, 2002).
2.6 Order confirming Universal Broadband Networks, Inc.'s Fourth Amended
Pan of Reorganization entered as of September 18, 2002 by the U.S.
Bankruptcy Court Central District of California. (incorporated by
Reference to FoneFriend's Amended Current Report on Form 8-K/A, which
Was filed on December 26, 2002).
99.1 Joint Press Release, dated December 5, 2002, by Universal Broadband
Networks, Inc., and FoneFriend, Inc. (incorporated by reference to
FoneFriend's Current Report on Form 8-K, which was filed on December 5,
2002).