UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER 0-24408
FONEFRIEND, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0611753
(State of Incorporation) (I.R.S. Employer ID Number)
2722 Loker Avenue, Suite G
Carlsbad, CA 92008
(Address of Principal Executive Offices)
(760) 607-2330
(Registrant's Telephone Number, Including Area Code)
----------------------------
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
As of December 31, 2002, there were 821,361 shares of Preferred Stock
and 8,471,000 shares of Common Stock outstanding.
FONEFRIEND, INC.
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at December 31, 2002 and September 30, 2002............2
Statements of Operations for the three month pro-forma periods
ended December 31, 2002 and September 30, 2002........................3
Statements of Cash Flows for the three-month pro-forma
periods ended December 31, 2002 and September 30, 2002................4
Statements of Stockholders' Equity for the three month pro-forma
periods ended December 31, 2002 and September 30, 2002................5
Notes to Financial Statements (Unaudited).............................7
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations........................................11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................13
Item 2. Changes in Securities and use of Proceeds........................13
Item 3. Other Information................................................13
Item 4. Exhibits and Reports on Form 8-K.................................13
1
FONEFRIEND, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(Amounts in Dollars)
ASSETS
December 31, September 30,
2002 2002
------------ ------------
Current Assets
Cash in banks and on hand $ 15,966 $ 35,422
Inventory-equipment $ 16,000 $ 16,000
Stock subscriptions receivable $ -- $ 3,500
Current portion of prepaid expenses $ 108,750 $ --
------------ ------------
Total current assets $ 140,716 $ 54,922
------------ ------------
Furniture & equipment, net of depreciation - Note 3 $ 10,907 $ 12,719
------------ ------------
Other Assets
Non-current prepaid expenses and deposits $ 124,514 $ 40,948
Capitalized development costs $ 1,676,305 $ 1,661,305
Technology rights, FoneFriend license $ 300,000 $ 300,000
Note receivable $ -- $ 38,600
Stock in FoneFriend Systems, Inc. $ 150,000 $ 150,000
Organizational costs, net of amortization - Note 3 $ 101 $ 140
------------ ------------
Total other assets $ 2,250,920 $ 2,190,993
------------ ------------
TOTAL ASSETS $ 2,402,543 $ 2,258,634
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 24,303 $ 802
Loans from officers $ 63,728 $ 195
------------ ------------
Total current liabilities $ 88,031 $ 997
------------ ------------
TOTAL LIABILITIES $ 88,031 $ 997
------------ ------------
Stockholders' Equity - Note 4
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,
8,471,000 at December 31, 2002 and 9,041,861
at September 30, 2002 $ 8,471 $ 9,042
Additional paid in capital $ 3,741,367 $ 3,496,597
Operating deficit $(1,436,147) $(1,248,002)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY $ 2,314,512 $ 2,257,637
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,402,543 $ 2,258,634
============ ============
See Accompanying Notes to Financial Statements
2
FONEFRIEND, INC.
STATEMENTS OF OPERATIONS
(Amounts in Dollars)
For The Three Months Ended
---------------------------
December 31, September 30,
2002 2002
------------ ------------
Revenue $ -- $ --
------------ ------------
Expenses
Advertising $ 894 $ 3,926
Automobile $ 234 $ 3,248
Commissions related to fund raising activity $ -- $ 18,888
Consulting fees $ 77,091 $ 57,720
Depreciation and amortization $ 3,182 $ --
Insurance $ 1,632 $ 2,447
Legal fees $ 11,223 $ 4,529
Meals and entertainment $ 100 $ 4,708
Office supplies $ 2,654 $ 2,413
Officer/stockholder payments $ 16,533 $ 12,500
Salaries and payroll $ 39,804 $ 59,964
Postage $ 215 $ 1,216
Accounting fees $ 23,020 $ 4,350
Rent $ 3,000 $ 7,029
Repairs and maintenance $ 714 $ 1,855
Returned check $ -- $ 10,000
Secretarial service $ 2,578 $ 710
Telephone $ 2,343 $ 5,891
Travel $ 1,501 $ 7,682
Utilities $ 429 $ 878
Other $ 2,327 $ 1,362
------------ ------------
Total expenses $ 189,474 $ 211,316
------------ ------------
Loss from development stage operations $ (189,474) $ (211,316)
============ ============
See Accompanying Notes to Financial Statements
3
FONEFRIEND, INC.
STATEMENTS OF CASH FLOWS
(Amounts in Dollars)
For The Three Months Ended
-----------------------------
December 31, September 30,
2002 2002
------------- -------------
Operating Activities
Loss from development stage operations $ (189,474) $ (211,316)
Adjustments to loss from development stage operations:
Prepaid expenses $ (192,000) $ (3,000)
Inventory-equipment $ -- $ (10,000)
Accounts payable $ 23,500 $ 803
Depreciation and amortization $ 3,182 $ 1,337
Deposits $ (316) $ (15,448)
Officer loan $ 102,133 $ --
Other $ 7 $ (6,172)
------------- -------------
Net cash provided (used) by development
stage operations $ (252,968) $ (243,796)
------------- -------------
Investing Activities
Increase in capitalized development costs $ (15,000) $ (113,000)
------------- -------------
Net cash provided (used) in investing activities $ (15,000) $ (113,000)
------------- -------------
Financing Activities
Preferred stock $ 820 $ --
Stock subscriptions $ 3,500 $ --
Common stock and paid in capital $ 244,199 $ 14,990
------------- -------------
Net cash provided by financing activities $ 248,519 $ 14,990
------------- -------------
Net cash increase (decrease) for the period $ (19,449) $ (341,806)
Cash at beginning of period $ 35,415 $ 377,221
------------- -------------
Cash at end of period $ 15,966 $ 35,415
============= =============
See Accompanying Notes to Financial Statements
4
FONEFRIEND, INC.
STATEMENTS OF STOCKHOLDERS'EQUITY
(Amounts in Dollars)
Additional Total
No. Shares Par Paid-In Accumulated Stockholders'
Outstanding Value Capital Deficit Equity
------------ ------------ ------------ ------------ ------------
Common shares
-------------
Beginning
balance, July
1, 2002 8,956,361 $ 8,956 $ 3,069,182 $(1,036,686) $ 2,041,452
Loss from
operations $ (211,316) $ (211,316)
Common shares
issued September
30, 2002 85,500 $ 86 $ 427,415 $ 427,501
------------ ------------ ------------ ------------ ------------
Balance,
September
30, 2002 9,041,861 $ 9,042 $ 3,496,597 $(1,248,002) $ 2,257,637
Loss from
Operations to
November
21, 2002 $ (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'
equity pre-
merger, November
21, 2002 8,800,000 $ 8,800 $ 3,526,539 $(1,366,283) $ 2,169,056
------------ ------------ ------------ ------------ ------------
MERGER OF FONEFRIEND, INC. (NEVADA CORPORATION) ON
NOVEMBER 21, 2002 WITH AND INTO FONEFRIEND, INC.
(DELAWARE CORPORATION)
Exchange of
Nevada shares
for Delaware
shares 2,200,000 $ 2,200
Issue new
Deleware
Shares:
Management 4,600,000 $ 4,600
5
FONEFRIEND, INC.
STATEMENTS OF STOCKHOLDERS'EQUITY
(Amounts in Dollars)
Additional Total
No. Shares Par Paid-In Accumulated Stockholders'
Outstanding Value Capital Deficit Equity
------------ ------------ ------------ ------------ ------------
Common shares
Creditor's Trust 423,000 $ 423
D. Johnston 423,000 $ 423
Transfer par
value to paid-
in capital $ (1,154) $ 1,154
Loss from operations
from November
21, 2002 to
December
31, 2002 $ (69,864) $ (69,864)
Issue common
shares to
consultants,
December 10,
2002 825,000 $ 825 $ 213,675 $ 214,500
------------ ------------ ------------ ------------ ------------
Total common
shareholders'
equity, December
31, 2002
Delaware
corporation 8,471,000 $ 8,471 $ 3,741,367 $(1,436,147) $ 2,313,691
Preferred shares
----------------
Preferred shares
issued November
21, 2002, Nevada 821,361 $ 821 $ 821
Cancel Nevada
preferred shares,
November 21,
2002 (821,361) $ (821) $ (821)
------------ ------------ ------------ ------------ ------------
Issue Delaware
preferred shares
for Nevada
preferred shares,
November 21,
2002 821,361 $ 821 $ 821
------------ ------------ ------------ ------------ ------------
Total stockholders'
equity, December
31, 2002 $ 2,314,512
============
See Accompanying Notes to Financial Statements
6
FONEFRIEND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 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 on November 21, 2002, was
merged with and into Universal Broadband Networks, Inc. (UBNT), a Delaware
corporation, which subsequently changed its name to FoneFriend, Inc. The Company
maintains a corporate office at 2722 Loker Avenue, Suite G, Carlsbad, California
92008. The Company's telephone number is: (760) 607-2330.
The Company is a development stage enterprise and has not generated any revenue
during its brief history. The primary business of the Company is to market an
Internet telephony device and related services to customers worldwide, called
the "FoneFriend". The underlying technology of 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 residiential telephone set (without the need
for a computer), for a low monthly fee of $15.00 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 the traditional
telecommunications industry.
B. Basis of Presentation
The accompanying financial statements have been prepared in accordance with
Generally Accepted Accounting Principles ("GAAP") 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 is March 31 (after the above-described merger of
FoneFriend, Inc. of Nevada with and into FoneFriend, Inc. of Delaware). The
accompanying unaudited financial statements are for December 31, 2002 and
September 30, 2002 and the respective three month periods then ended.
B. Significant Estimates
In the process of preparing its financial statements in accordance with GAAP,
the Company estimates the carrying value of certain assets and liabilities that
are subjective
7
FONEFRIEND, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
in nature. The primary estimates included in the Company's financial statements
include capitalized development costs and the ongoing value of its purchased
technology license.
C. Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with
maturity dates of three months or less at the date of purchase. These items are
carried at cost, which approximates fair value due to their short-term maturity
dates.
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 that will be utilized during the next twelve months are
identified as current assets, while any portion that will not be utilized during
the next twelve months are classified as non-current assets. Certain of such
expenses are paid for by the Company through the issuance of consultancy shares.
Such shares are valued at the current net book value.
E. Furniture and Equipment
Furniture and equipment are carried at cost and depreciated over the estimated
useful lives of the individual assets.
F. Capitalized Development Costs
Capitalized development costs consist of expenditures made by the Company to
improve the product and develop marketing channels for the product, and which
are deemed by management to have future value to the Company. Such capitalized
development costs will be amortized over the estimated useful life once product
sales begin.
G. Technology Rights, FoneFriend License
The Company purchased a license to use the FoneFriend technology for a period of
ten years from FoneFriend Systems, Inc. under a license agreement dated April
30, 2001. This license agreement allows the Company to manufacture, market and
utilize a proprietary technology referred to as FoneFriend. During the
development stage operations, the Company is carrying the asset at cost and will
begin amortization over the remaining life of the license when product sales
begin. The remaining value to the Company will be reviewed quarterly and if
management determines that impairment of the asset has occurred, the carrying
value will be adjusted accordingly.
8
FONEFRIEND, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
H. Stock in FoneFriend Systems, Inc.
The Company purchased stock in FoneFriend Systems, Inc. as a long-term
investment. Such investment is carried at cost and will be evaluated
periodically by management to determine whether impairment has occurred. Should
management determine that the value has been impaired, the carrying value will
be adjusted accordingly.
NOTE 3 - DEPRECIATION AND AMORTIZATION
The Company's management has estimated the useful lives of furniture, equipment
and certain organization costs. The following tables show the gross asset
amounts and the accumulated depreciation and amortization:
A. Furniture and Equipment
2002
---------------------------
December 31, September 30
------------ ------------
Cost $ 15,840 $ 15,846
Less accumulated depreciation $ (4,933) $ (3,127)
------------ ------------
Net value $ 10,907 $ 12,719
============ ============
B. Organizational Costs
2002
---------------------------
December 31, September 30
------------ ------------
Cost $ 195 $ 195
Less accumulated depreciation $ (94) $ (55)
------------ ------------
Net value $ 101 $ 140
============ ============
NOTE 4 - MERGER AND CAPITAL STOCK
The merger of FoneFriend, Inc. of Nevada with and into FoneFriend, Inc. of
Delaware was consummated on November 21, 2002 wherein the assets of FoneFriend,
Inc. of Nevada were acquired by Universal Broadband Networks, Inc. ("UBNT") 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 FoneFriend, Inc. of Nevada, after which that corporation
was dissolved. UBNT was the surviving corporation and changed its name to
FoneFriend, Inc. (a Delaware corporation) immediately subsequent to the Merger.
9
FONEFRIEND, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
Pursuant to the express terms of the Fourth Amended Plan of Reorganization, as
approved by the U.S. Bankruptcy court (the "Plan"), the Merger 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, Inc. (Nevada corporation) in exchange for all of
FoneFriend, Inc.'s assets and 115,750 of newly created common stock in
favor of a Liquidating Trust for the benefit of UBNT's creditors. As a
result, the merged entity had a total of 2,315,750 shares of newly
created common stock issued and outstanding, of which former
shareholders of the dissolved Nevada corporation owned 95%, and J.
Michael Issa, Esq., as Trustee of the Liquidating Trust (which was
created under the Plan for the benefit of creditors), owned 5%.
3. The issuance of stock pursuant to the Plan, as filed within the U.S.
Bankruptcy Court, was ordered by the Court to be exempt from all
applicable Federal, State and local securities law pursuant to 11
U.S.C. ss.1145 (a).
4. The dissolved Nevada corporation's management distributed the newly
issued 2,200,000 shares of FoneFriend, Inc. (Delaware corporation) to
its former shareholders, on a pro-rata basis. Each of such former
shareholders received one share of stock in FoneFriend, Inc. (Delaware
corporation) for every four shares held in the dissolved Nevada
corporation.
5. Immediately subsequent to the Merger, the Company authorized the
issuance of 821,361 shares of an newly created Series A Preferred Stock
(each share of which is convertible into one share of common stock) to
be issued to shareholders of preferred stock in the dissolved Nevada
corporation prior to the Merger.
6. The Company then issued 4,600,000 shares of common stock to various
management personnel and consultants in order to hire or retain their
services. The Company also issued 423,000 shares of common stock to
Dennis H. Johnston, Esq. as compensation for his services in connection
with the Merger. Additionally, the company issued 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.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
REVENUES
Revenues: The Company has not yet realized any revenues. The Company's business
goal is to exploit its licensed technology, which is a small, inexpensive and
easy to use device that will enable any consumer with a standard single line
telephone to place calls both domestically and internationally using the
Internet and passing through substantial discounts to the consumer.
During the quarter ended, the Company has negotiated contracts with third party
suppliers to provide the operating infrastructure and customer relationship
management software necessary to support the marketing of the Company's product.
The Company is now seeking financing of approximately $3 to $5 to cover the cost
of manufacturing and marketing its Internet telephony product, the FoneFriend.
The Company has identified several possible sources of financing and is
presently evaluating the terms and conditions of each financing source.
EXPENSES
The Company's expenses decreased slightly from $211,316 in the three months
ending September 30, 2002, to $189,474 for the three months ending December 31,
2002. The decrease was due primarily to: the cessation of commission based
fund-raising activities, leading to a decrease of $18,888; a decrease in
salaries and payroll expense of $20,160; lower travel expenses; lower
advertising expenses and lower automobile expenses. These lower expenses were
partially offset by increases in: consulting fees by $19,371; legal fees by
$6,694 and accounting fees by $18,670.
NET INCOME (LOSS)
The Company's net loss decreased from $211,316 in the three months ended
September 30, 2002 to $189,474 for the three months ended December 31, 2002, due
to the reduction in expenses as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, the Company had limited working capital and the Company
had no material unused sources of liquid assets. Also at December 31, 2002, the
Company had no existing credit facility. As a result, the Company paid general
and administrative expenses but had a shortage of cash to pay certain of its
accounts payable.
11
The Company has had no revenues to date. A part of the Company's financial
strategy is to seek external financing to pursue its business purpose. The
company's operating capital has been provided primarily through the sale of
corporate securities and cash advances from its shareholders. While the company
intends to generate working capital from the marketing of its products and
services, at least $1 Million of additional operating capital will be required
during fiscal year 2003, assuming that operations are maintained at their
current level. The Company may not be able to obtain the required financing, or
such financing may not be available on acceptable terms. Due to the Company's
historical operating losses, there can be no assurance that capital requirements
will not substantially exceed current and future capital resources.
Additional working capital needs of the Company may require issuance of equity
securities, either on a public or private basis. Such issuances would, if
consummated, affect the ongoing capital structure of the Company and may result
in substantial dilution to shareholders. If additional funds are raised through
the issuance of equity, convertible debt, or similar securities of the Company,
the percentage of ownership of the Company's current shareholders will be
reduced, and such new securities may have rights or preferences senior to those
of the common stock held be current shareholders. No agreement with respect to
any such financing has been entered into, and such issuance may not be
consummated. In the event that funding sources are not available as and when
needed by the Company, it could have a severe adverse impact on the combined
business and results of operations of the Company and could result in the
Company being unable to continue as a going concern. Management is continually
monitoring and evaluating the financing sources available to achieve the
Company's goals.
Due to the losses sustained by the Company and its lack of working capital, the
Company's ability to remain a going concern depends upon its ability to generate
sufficient cash flow to meet its obligations and to obtain additional financing
as may be required.
FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS: "SAFE HARBOR"
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical facts are forward
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Examples of such
forward looking statements include the Company's expectations regarding its
start-up venture, the Company's planned financing of this venture and the
sufficiency of the Company's available liquidity for working capital, the
Company's belief that its technology-based business will grow and result in
profitability, that it is positioned to take advantage of new opportunities, and
that it will focus on strengthening and growing its business and commercializing
new innovative technologies. Actual results may differ materially from those
stated or implied in the forward looking statements. Further, certain forward
looking statements are based upon assumptions of future events which may not
prove to be accurate and are subject to risks and uncertainties that could cause
actual results to differ materially from those set forth or implied by forward
looking statements. These risks and uncertainties include but are not limited to
those referred to in the Company's Proxy Statement dated September 12, 2001,
including the Company's entry into a new commercial business, its ability to
access the capital markets and obtain working capital, risks associated with
technological changes in the market for video and audio interactive
telecommunications through personal computers, risks of competition in the
personal computer industry, and other risks described in the Company's
Securities and Exchange Commission filings.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On May 24, 2002, FoneFriend, Inc. was named as the defendant, and served with a
complaint, brought by Mr. William Krusheski, a former director and officer of
FoneFriend, Inc., a Nevada corporation. 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. A settlement agreement was thereafter entered into by and
between the parties and the case was dismissed.
ITEM 2. CHANGES IN SECURITIES.
As is more fully set forth in Note 4 of the Notes to Financial Statements above,
the Company issued 7,646,000 shares of common stock, 821,361 shares of preferred
stock and an additional 825,000 shares of common stock in connection with the
Merger and to management and consultants in furtherance of the Company's
business objectives.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
Exhibit 99.1. Certification of the Chief Executive Officer of
FoneFriend, Inc. pursuant to 18 U.S.C. Section 1350, as adopted, under
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2. Certification of the Chief Financial Officer of
FoneFriend, Inc. pursuant to 18 U.S.C. Section 1350, as adopted, under
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K
-------------------
An 8-K was filed on December 5, 2002 reporting the merger by and
between Universal Broadband Networks, Inc., a Delaware corporation and
FoneFriend, Inc., a Nevada corporation.
An 8-K/A was filed on December 24, 2002 and on December 26, 2002
reporting the audited financial statements of FoneFriend, Inc.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2003
FONEFRIEND, INC.
By: /s/ Jackelyn Giroux
----------------------------------------
Jackelyn Giroux, Chief Executive Officer
By: /s/ Edward N. Jones
----------------------------------------
Edward N. Jones, Chief Financial Officer
14