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).
Jackelyn Giroux
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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)
PF, 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 2,050,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,050,000
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,050,000
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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)
26.81%
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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 Jackelyn Giroux.
(b) The business address of Ms. Giroux is 2722 Loker Ave. West, Suite
G, Carlsbad, CA 92008.
(c) Ms. Giroux is currently the President 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, Ms. Giroux has neither been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor has she 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) Ms. Giroux is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms 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"), Ms. Giroux acquired 250,000 shares of FoneFriend
Common Stock upon the closing of the Merger. Ms. Giroux acquired such stock as a
result of her holdings of 1,000,000 shares of stock in FF Nevada. The source of
funds used by Ms. Giroux to acquire her stock in FF Nevada was personal funds.
Immediately after the closing of the Merger in which Ms. Giroux
acquired the 250,000 shares described above, she purchased 1,800,000 shares of
FoneFriend Common Stock at par value for a total of $1,800. The source of funds
used by Ms. Giroux to acquire her 1,800,000 shares of stock in FoneFriend was
personal funds.
Item 4. Purpose of the Transaction.
(a)-(j) On June 12, 2002, FoneFriend and FF Nevada, a corporation in
which Ms. Giroux held 1,000,000 shares, entered into an Amended and Restated
Agreement and Plan of Merger, 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. 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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Pursuant to the Merger, at the effective time of the Merger on November
20, 2002 (the "Effective Time"), each shareholder in FF Nevada was issued one
(1) share of FoneFriend Common Stock for every four (4) shares they held in FF
Nevada. Ms. Giroux held 1,000,000 shares of FF Nevada stock immediately prior to
the Effective Time. As a consequence of the Merger and her prior ownership of
stock in FF Nevada, Ms. Giroux was issued 250,000 shares of FoneFriend Common
Stock.
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, Ms. Giroux 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) Jackelyn Giroux may be deemed to have beneficial ownership
of, and sole voting and dispositive power with respect to, the 2,050,000 shares
of FoneFriend Common Stock. Accordingly, Ms. Giroux might be deemed to
beneficially own approximately 26.81% 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 24.20% of the 8,471,000 outstanding shares
of FoneFriend Common Stock as of January 17, 2003, the date of this report.
(c) Ms. Giroux has not effected any transaction in FoneFriend Common
Stock during the past 60 days, except for her acquisition of 250,000 shares of
FoneFriend Common Stock pursuant to the Merger and her purchase of 1,800,000
shares of FoneFriend Common Stock, both of which transactions are described
above at Item 3.
(d) Jackelyn Giroux has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 2,050,000
shares of FoneFriend Common Stock beneficially owned by her. 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.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Jackelyn Giroux 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.
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/ Jackelyn Giroux
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Name: Jackelyn Giroux
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