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: October 25, 2004
INFINICALL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-24408 33-0611753
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(Commission File Number) (I.R.S. Employer Identification No)
8447 Wilshire Blvd., 5th Floor, Beverly Hills, CA 90211
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(Address of Principal Executive Office) (Zip Code)
(323) 653-6110
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Issuer's Telephone Number, Including Area Code
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Former Name: FoneFriend, Inc.
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ITEM 8.01 OTHER EVENTS.
On Monday, October 25, 2004, Registrant received a letter ("Yap Letter") from
Patrick M. Passenheim, Esq., counsel to Yap International Corporation ("Yap")
which purported to rescind that certain Asset Purchase Agreement dated as of
July 2, 2004 between Registrant and Yap ("Purchase Agreement"). The Purchase
Agreement transferred to Yap certain tangible and intangible assets of
Registrant relating to the "FoneFriend" product and services ("Purchased
Assets") in exchange for shares of the common stock of Yap ("Yap Shares"). The
Yap Letter did not specifically rescind any of the collateral documents which
were signed by the parties at the closing of the Yap transaction nor did Yap
return any of the Purchased Assets to Registrant. The Yap shares delivered to
Registrant at the closing were returned to Yap for re-distribution in the names
of certain of Registrant's shareholders. Registrant thereafter advised Yap
to return the Yap Shares to it. Registrant's Board of Directors is reviewing
the Yap Letter with counsel and others and will decide upon an appropriate
response to the Yap Letter within the near future.
EXHIBITS:
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
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99.1 Letter dated October 22, 2004 addressed to Registrant
from Patrick M. Passenheim, Esq., counsel to Yap
International Corporation.
SIGNATURE
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 thereunto duly authorized.
INFINICALL CORPORATION
Dated: October 28, 2004
/ s / Robin Glanzl
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Name: Robin Glanzl
Title: President