UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 17, 2004
FONEFRIEND, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24408 33-0611753
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
14545 Friar Street, Suite 103, Van Nuys, CA 91411
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 376-1616
This Current Report on Form 8-K is filed by FoneFriend, Inc., a Delaware
corporation (the "Registrant"), in connection with the matters described herein.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 27, 2004, the Board of Directors of the Registrant extended an offer
to appoint Gary A. Rasmussen as a director and Chairman of the Registrant. Mr.
Rasmussen is currently the Registrant's Senior Business Consultant and
beneficial owner of 4,808,225 shares of the Registrant's common stock,
representing 25.1% of the 19,184,444 issued and outstanding shares as of March
15, 2004. On March 17, 2004, Mr. Rasmussen accepted the offer of the Board of
Directors to become a director and Chairman, and will serve until the next
annual meeting or until his successor has been duly elected and qualified.
Mr. Rasmussen was instrumental in 2004 in the negotiating and signing of a
planned $3.0 million dollar equity line of credit financing for the Registrant
with Dutchess Private Equities Fund, L.P., which was reported on a Current
Report on Form 8-K, dated February 27, 2004 and filed with the Commission on
February 27, 2004.
Mr. Rasmussen is a founder of FoneFriend, Inc., a Nevada corporation, the
predecessor company to the Registrant, and served as the Registrant's Senior
Business Consultant since November 2002, helping to guide the Company through
its development stage and initial operations as a publicly held company. Mr.
Rasmussen has an extensive background spanning over 25 years as an entrepreneur
with vast experience in all phases of business development, having been a
founder, chief executive officer or director of several publicly-held
corporations in the areas of cable television, investment banking, mortgage
banking and motion pictures. He has extensive experience in raising debt and
equity capital for both public and private enterprises, implementing short and
long term business planning and strategic concepts, acquisitions and
divestitures, and has played a key role in spearheading several publicly held
corporations from their inception through the early capital raising stages. In
August 2001, Mr. Rasmussen was convicted in a federal court for violation of
Environmental Protection Laws regarding the transportation of hazardous waste
without a permit, and received a sentence of ten months. The Board of Directors
of the Company believes that such conviction does not adversely affect Mr.
Rasmussen's ability to serve the company, and, furthermore, Mr. Rasmussen
continues to deny the factual basis for his conviction. Mr. Rasmussen is a
graduate of Western Michigan University.
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.
By: /s/ Jackelyn Giroux
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Jackelyn Giroux
President
Date: March 24, 2004