8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 30, 2005

friendlyway Corporation

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Nevada

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

0-20317 COMMISSION FILE NUMBER     1255 Battery Street, Suite 200, San Francisco, California (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 88-0270266 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)   94111 (ZIP CODE)

ISSUER’S TELEPHONE NUMBER: (415) 288-3333

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) Resignation of Thomas Fessler as Director.

On November 30, 2005, Thomas Fessler resigned as a member of the Registrant's Board of Directors. Mr. Fessler resigned because Registrant did not have in place for all directors adequate insurance through a director’s and officer’s program or like coverage.

(b)Resignation of Michael Urban as Chairman, President and Chief Executive Officer.

On December 5, 2005 resigned as a Chairman of the Registrant’s Board of Directors and from his positions as President and Chief Executive Officer. Dr. Urban resigned because he believed new demands made by friendlyway AG (“FWAG”) during negotiations between the Registrant and FWAG would not only prevent the closing of the proposed share exchange transaction between them but also rule out the closing of a separate merger transaction between Registrant and a third partner.

(c)Resignation of Klaus Trox as Director.

On December 5, 2005, Klaus Trox resigned as a member of the Registrant’s Board of Directors. Mr. Trox, a member of AG’s Board of Managing Directors (“Vorstand”), resigned because he believed his role in the negotiations for the proposed share exchange transaction between Registrant and AG created a conflict of interest.

(d)Resignation of Andreas Stuetz as Director.

On December 5, 2005, Andreas Stuetz resigned as a member of the Registrant’s Board of Directors. Mr. Stuetz, a member of AG’s Vorstand, resigned because he believed his role in the negotiations for the proposed share exchange transaction between Registrant and AG created a conflict of interest.

Item 8.01. Other Events.

On December 6, 2005, a business combination among Registrant, FWAG and a third party terminated. Registrant believes that the termination of the business combination, coupled with Registrant's recurring operating losses, inability to generate sufficient cash flow to meet its obligations on a timely basis, inability to raise substantial capital, difficulty in attaining profitability on a consistent basis, resignation of its Chairman, President and CEO with no replacement reasonably likely in the near term, and the resignations of all but one of the Registrant's Board of Directors, raises substantial doubt about its ability to continue as a going concern.

Item 9.01. Financial Statement and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.

(c) Exhibits.

99.1 E-mail transmitted November 30, 2005 by Thomas Fessler to members of the Registrant’s Board of Directors announcing his resignation as a director.

99.2 E-mail transmitted December 5, 2005 by Michael Urban to members of the Registrant’s Board of Directors announcing his resignation as a director and as an officer.

99.3 Letter transmitted December 5, 2005 by Klaus Trox to members of the Registrant’s Board of Directors announcing his resignation as a director.

99.4 E-mail transmitted December 5, 2005 by Andreas Stuetz to members of the Registrant’s Board of Directors announcing his resignation as a director.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 9, 2005

friendlyway Corporation
By:	/s/ Henry Lo
	Henry Lo
	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

From: Fessler Thomas

To: Urban, Michael; Trox, Klaus; Stuetz, Klaus; von Welczeck, Alexander

CC: Lo, Henry; Michels, Dirk

Sent: Wed Nov 30 20:33:46 2005

Subject: Re: Board Meeting

Gettleman. When I was asked to become a director several months ago I was advised that the corporation would soon have in place for all directors adequate insurance through a DandO program or like coverage. To date this issue remains unaddressed and as the corporations's ouside director I must for the record state this is adverse to retaining qualifed and competent board members and a best business practice for a well managed company. I have previously advised that this coverage be secured and yet to date this action has not been taken. This evening I was advised by the board's chairman that tomorrow's board meeting would be rescheduled and that directors coverage was still not being provided to the board's directors. With this said I have decided to resign as a member of this board effective this date to emphasize that I take my role as a outside director very seriously and sincerely hope this decision advances the company's attention to address this issue in a timely fashion. At such time that insurance is place and at the discretion of the compamy's shareholders I would again consider joining the board in this former capacity or if the board would perfer as an independent advisor to the board. I trust you understand my position. The corporate secretary should consider this communication as my formal notification of the above. Thomas.

EX-99.2

EXHIBIT 99.2

From: Dr. Michael Urban

Sent: Monday, December 05, 2005 7:42 AM

To: Thomas Fessler; Andreas Stütz; Klaus G. Trox; Alexander von Welczeck

Cc: Henry Lo; Michels, Dirk

Subject: Board Resignation

Gentlemen,

I herewith submit my resignation as a director and as an officer of friendlyway Corporation (FDWY).

When I was asked to come out of retirement and take on the position of Chairman and CEO of FDWY it was with the understanding that this was a temporary role with the priority assignment to complete the contemplated share exchange with the shareholders of friendlyway AG.

Shortly after taking office in June 2005 I was able to find an additional partner with a great standing in the digital signage arena, who agreed to merge into FDWY. After 4 months of negotiations with due diligence all but completed and agreements all but ready to be signed, the board of FDWY is now confronted with new demands by friendlyway AG, which I am convinced can not lead to a successful closing and are in my opinion not in the best interest of the shareholders of FDWY. Since the completion of the share exchange agreement is a precondition to the merger with the third partner, none of the transactions can be completed with these new demands.

During my tenure I did not draw a salary, I paid my own expenses and in addition I invested over 700.000 $ of my personal funds into FDWY.

I still believe the company would have an excellent chance to succeed and play a major role in an exiting market once the deals are completed according to the terms agreed upon until now.

Dr. Michael Urban

EX-99.3

EXHIBIT 99.3

Unterfoehring, December 5th.2005

Board of Directors of friendlyway Corp.

Alex von Welczeck, President of friendlyway, Inc.

Gentlemen,

Please be advised that I have considered the situation at friendlyway Corporation and I believe that it is in the best interests of all concerned that I resign as a director of friendlyway Corporation. Accordingly, I hereby submit my resignation as a director of friendlyway Corporation effective immediately.

Klaus Trox

/s/ Klaus Trox

Friendlyway AG

Feringa 9

85774 Unterfoehring

Germany

EX-99.4

EXHIBIT 99.4

From: Stuetz, Andreas

Sent: Monday, December 05, 2005 19:23

To: Michael Urban; Klaus Trox; Thomas Fessler; Alexander von Welczeck

Cc: Henry Lo; Dirk Michels, Has Hammer, M. Sommer; F. Bruenner; G. Metze; G. Shenk; Kanzlei Grosse

Subject: My resignation as a member of the board of friendlyway Corp

Monday, December 05, 2005

Board of Directors of friendlyway Corp.

Alex von Welczeck, President of friendlyway Inc.

Gentlemen:

Please be advised that I have considered the situation at friendlyway Corporation and I believe it is in the best interests of all concerned that I resign as a director of friendlyway Corporation.

Accordingly, I hereby submit my resignation as a director of friendlyway Corporation effective immediately.

Andreas Stuetz

/s/ Andreas Stuetz

Friendlyway AG

Feringa 9

85774 Unterfoehring

Germany