UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FoneFriend, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
34460E 10 1
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(CUSIP Number)
Daniel C. Masters, Esq.
4490 Philbrook Square
San Diego, CA 92130
(858) 523-1177
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
CUSIP No. 34460E 10 1 13D Page 1 of 5 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dennis H. Johnston
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States of America
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7. Sole Voting Power
NUMBER OF 423,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 423,000
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
423,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
5.53%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the common
stock, $0.001 par value per share, of FoneFriend Inc., a Delaware corporation
("FoneFriend"). The principal executive offices of FoneFriend are located at
FoneFriend, Inc., 2722 Loker Ave. West, Suite G, Carlsbad, CA 92008.
Item 2. Identity and Background.
(a) This Statement is being filed by Dennis H. Johnston.
(b) The business address of Mr. Johnston is 2895 Woodwardia Dr., Los
Angeles, CA 90077.
(c) Mr. Johnston is presently a Director and the Secretary of
FoneFriend, a provider of Voice over IP communications services and products.
Its address is 2722 Loker Ave. West, Suite G, Carlsbad, CA 92008.
(d)-(e) During the last five years, Mr. Johnston has neither been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor has he been subject to a judgment, decree, or final order in
a civil proceeding enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Johnston is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On November 20, 2002 Mr. Johnston acquired 423,000 shares of FoneFriend
Common Stock as payment for his services rendered in connection with
preparation, monitoring and execution by FoneFriend of an Amended and Restated
Agreement and Plan of Merger, dated June 12, 2002 ("Merger"), wherein FoneFriend
issued shares of common stock to acquire the assets of FoneFriend, Inc., a
privately held Nevada corporation ("FF Nevada"), a copy of which is Exhibit 1
hereto and is incorporated herein by reference. All references herein are
qualified in their entirety by reference to the Merger.
Item 4. Purpose of the Transaction.
(a)-(j) On June 12, 2002, FoneFriend and FF Nevada entered into an
Amended and Restated Agreement and Plan of Merger ("Merger"). The Merger
provides, among other things, for the sale of all FF Nevada assets to FoneFriend
in exchange for 2,200,000 shares of FoneFriend Common Stock, pursuant to IRC
368, which stock was then distributed, on a pro rata basis, to the shareholders
of FF Nevada.
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Mr. Johnston is a licensed attorney in California and was retained to
draft and oversee the implementation of the Merger. Mr. Johnston was issued
423,000 shares of FoneFriend Common Stock in consideration for legal services
rendered.
As provided by the Merger, all prior officers and directors resigned at
the Effective Time. Jackelyn Giroux became a director and the new President of
FoneFriend, Dennis H. Johnston became a director, Secretary and Treasurer of
FoneFriend, and Francois Van Der Hoeven became a director and Vice President of
FoneFriend.
The foregoing summary of the Merger does not purport to be complete and
is qualified in its entirety by reference to the text of such agreement which is
Exhibit 1 hereto.
Except as set forth above or in other Items of this Statement (which
Items are incorporated hereby by reference) or the Merger, Mr. Johnston does not
have any plans or proposals which relate to or which would result in or relate
to any of the actions specified in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) - (b) Dennis H. Johnston may be deemed to have beneficial ownership
of, and sole voting and dispositive power with respect to, the 423,000 shares of
FoneFriend Common Stock. Accordingly, Mr. Johnston might be deemed to
beneficially own approximately 5.53% of the outstanding shares of FoneFriend
Common Stock based upon the 7,646,000 shares of FoneFriend Common Stock
outstanding on November 20, 2002, or 4.99% of the 8,471,000 outstanding shares
of FoneFriend Common Stock as of January 17, 2003, the date of this report.
(c) Mr. Johnston has not effected any transaction in FoneFriend Common
Stock during the past 60 days, except for his acquisition of the 423,000 shares
of FoneFriend Common Stock reported herein and described above at Item 3.
(d) Dennis H. Johnston has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the 423,000
shares of FoneFriend Common Stock beneficially owned by him. No other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Dennis H. Johnston does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of FoneFriend, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
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Item 7. Material to be filed as Exhibits.
Exhibit 1 -- Amended and Restated Agreement and Plan of Merger, dated
as of June 12, 2002, by and among Universal Broadband Networks, Inc. and
FoneFriend, Inc., a Nevada corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 17, 2003
/s/ Dennis H. Johnston
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Name: Dennis H. Johnston
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