EXHIBIT31.2

CERTIFICATION

 

I,Edward N. Jones, certify that:

-  I have reviewed this annual report on Form 10-KSB of    FoneFriend, Inc.;Based on my knowledge, this annual report does not contain any untrue        statement of a material fact or omit to state a material fact necessary        to make the statements made, in light of the circumstances under which        such statements were made, not misleading with respect to the period        covered by this annual report;Based on my knowledge, the financial statements, and other financial        information included in this annual report, fairly present in all        material respects the financial condition, results of operations and        cash flows of the small business issuer as of, and for, the periods        presented in this annual report;The small business issuer's other certifying officers and I are        responsible for establishing and maintaining disclosure controls and        procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))        and internal control over financial reporting (as defined in Exchange        Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and        have:-  Designed such disclosure controls and procedures, or caused such            disclosure controls and procedures to be designed under our            supervision, to ensure that material information relating to the            small business issuer, including its consolidated subsidiaries, is            made known to us by others within those entities, particularly            during the period in which this report is being prepared;Designed such internal control over financial reporting, or caused            such internal control over financial reporting to be designed under            our supervision, to provide reasonable assurance regarding the            reliability of financial reporting and the preparation of financial            statements for external purposes in accordance with generally            accepted accounting principles;Evaluated the effectiveness of the small business issuer's            disclosure controls and procedures and presented in this report our            conclusions about the effectiveness of the disclosure controls and            procedures, as of the end of the period covered by this report based            on such evaluation; andDisclosed in this report any change in the small business issuer's            internal control over financial reporting that occurred during the            small business issuer's most recent fiscal quarter (the small            business issuer's fourth fiscal quarter in the case of an annual            report) that has materially affected, or is reasonably likely to            materially affect, the small business issuer's internal control over            financial reporting; and-  The small business issuer's other certifying    officer(s) and I have        disclosed, based on our most recent evaluation of internal control over        financial reporting, to the small business issuer's auditors of the        small business issuer's board of directors (or persons performing the        equivalent functions):-  All significant deficiencies and material weaknesses in the design or    operation of internal control over financial reporting which are reasonably    likely to adversely affect the small business issuer's ability to record,    process, summarize and report financial information; andAny fraud, whether or not material, that involves management or other    employees who have a significant role in the small business issuer's    internal control over financial reporting.
 

Date:July 14, 2004

 

/s/  Edward N.  Jones                          

Edward  N. Jones

Chief  Financial Officer