UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Amendment No. 2
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)
Gary A. Rasmussen
14545 Friar Street, Suite 103
Van Nuys, CA 91411
(818) 376-1616
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 2004
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.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 PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary A. Rasmussen
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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
5,641,125
NUMBER OF --------- ----------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH --------- ----------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
5,641,125
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(10) SHARED DISPOSITIVE POWER
-0-
--------- ----------------------------------------------
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,641,125
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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)
24%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D (this "Statement") amends that certain
Schedule 13D, dated January 17, 2003, of Gary A. Rasmussen. It relates to the
common stock, $0.001 par value per share, of FoneFriend Inc., a Delaware
corporation ("FoneFriend" or "FoneFriend, Inc."). The principal executive
offices of FoneFriend are located at 14545 Friar Street, Suite 103, Van Nuys, CA
91411.
Item 2. Identity and Background.
(a) This Statement is being filed by Gary A. Rasmussen.
(b) The business address of Mr. Rasmussen is 14545 Friar Street, Suite 103,
Van Nuys, CA 91411.
(c) Mr. Rasmussen is presently a consultant to FoneFriend, a provider of
Voice over IP communications services and products. Its address is 14545 Friar
Street, Suite 103, Van Nuys, CA 91411.
(d)-(e) During the last five years, Mr. Rasmussen was convicted in a
criminal proceeding for violation of Environmental Protection Laws regarding the
transportation of hazardous waste without a permit. Mr. Rasmussen vehemently
denies any culpability in the matter and believes he was wrongfully convicted.
In the opinion of his legal counsel and management of the company, this
conviction has no bearing on Mr. Rasmussen's honesty, veracity or his engagement
with FoneFriend and does not reflect upon his ability to diligently perform his
duties. Except for that conviction, Mr. Rasmussen has not been convicted in any
other 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. Rasmussen is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Rasmussen acquired an additional 415,000 shares of common stock of
FoneFriend, Inc. on June 10, 2004. Mr. Rasmussen accrued the shares pursuant to
the anti-dilution provisions in his Consulting Agreement with the company. Mr.
Rasmussen's accrued and unpaid compensation with FoneFriend was debited by this
amount in payment for the shares.
Mr. Rasmussen and FoneFriend, Inc. are parties to a Consulting Services
Agreement, dated November 20, 2002 (the "Consulting Agreement"), pursuant to
which Mr. Rasmussen provides certain consulting services to FoneFriend, Inc. in
accordance with the terms and conditions contained in the Consulting Agreement.
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In particular, he renders advice to the executive management of FoneFriend, Inc.
with respect to, among other things, operational planning, financial planning
and strategic transactions. Under the Consulting Agreement, Mr. Rasmussen is
entitled to a base fee, an incentive fee and stock options, as well as other
compensation benefits. The Consulting Agreement was amended pursuant to a First
Amendment To The Consulting Agreement, dated November 22, 2003 (the "Amendment
To Consulting Agreement"), in order to provide additional compensation to Mr.
Rasmussen inasmuch as FoneFriend, Inc. was in breach of the compensation
provisions of the Consulting Agreement.
Mr. Rasmussen, through a revocable living trust, is the General Partner of
a Family Limited Partnership, Rochester Capital Partners, L.P. (hereinafter
"RCP"), which holds 428,625 shares of FoneFriend, Inc. As General Partner of
RCP, Mr. Rasmussen has sole voting power and sole dispositive power over these
shares. However, Mr. Rasmussen expressly disclaims beneficial ownership of
342,900 of said shares (80% of the RCP shares). These shares are held by RCP for
the benefit of Mr. Rasmussen's former wife and their three minor children. Mr.
Rasmussen declares that he is the beneficial owner of 85,725 shares held in the
name of RCP (20% of the RCP shares). However, due to his sole dispositive power
and the immediate family relationship, Mr. Rasmussen has reported on this
Amendment No. 2 to Schedule 13D that he has beneficial ownership of 5,641,125
shares of common stock of FoneFriend, Inc., even though he disclaims beneficial
ownership of 342,900 shares of common stock which are held by RCP.
Item 4. Purpose of the Transaction.
(a)-(j). The purpose of the transaction that is the subject of this
Amendment No.2 to Schedule 13D was to allow Mr. Rasmussen to acquire additional
shares of common stock pursuant to the anti-dilution provisions in the
Employment Agreement with FoneFriend, Inc.
Except as set forth above or in other Items of this Statement (which Items
are incorporated hereby by reference), Mr. Rasmussen 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) Mr. Rasmussen has sole voting and dispositive power with respect to
5,641,125 shares of FoneFriend, Inc. common stock, although he expressly
disclaims beneficial ownership of 342,900 shares of FoneFriend, Inc. common
stock that are owned by RCP, a family limited partnership. Therefore under
Section 13d Mr. Rasmussen is deemed the beneficial owner of 5,641,125 shares of
FoneFriend, Inc. common stock, representing approximately 24% of the 23,514,603
outstanding shares of FoneFriend, Inc. common stock as of June 18, 2004.
(b) See (a) above.
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(c) Mr. Rasmussen has not effected any transaction in FoneFriend, Inc.
common stock during the past 60 days, except for his acquisition of 415,000
shares of FoneFriend, Inc. common stock pursuant to the Amendment To Consulting
Agreement, which transaction is described above in Item 3.
(d) Mr. Rasmussen has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 5,641,125
shares of FoneFriend, Inc. common stock beneficially owned by him. Mr. Rasmussen
has the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 342,900 shares of FoneFriend, Inc. common stock held in the name of
Rochester Capital Partners, LP, a family limited partnership, and beneficially
owned by his former wife and their three minor children. 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
Mr. Rasmussen does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of FoneFriend, Inc., 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.
Item 7. Material to be filed as Exhibits.
Not applicable.
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.
/s/Gary A. Rasmussen
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Name: Gary A. Rasmussen
Title: Consultant
Dated: June 29, 2004
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