UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2005

                         COMMISSION FILE NUMBER 0-24408

                                INFINICALL CORP.
                            (f/k/a FFONEFRIEND, INC.)

                (Exact Name of Filer as Specified in its Charter)


                DELAWARE                               33-0611753
       (State of Incorporation)              (I.R.S. Employer ID Number)


                         5670 Wilshire Blvd., Ste. 2605

                          Los Angeles, California 90036

                    (Address of Principal Executive Offices)

                                 (310) 289-2338

                 (Filer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par value (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X] No [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $ 0

As of July 15,  2005,  there were no shares of Preferred  Stock and  168,225,598
shares of Common Stock issued and  outstanding.  The  aggregate  market value of
voting stock held by non-affiliates of 41,944,706 shares  outstanding at July 1,
2005 was approximately  $398,474.70.  This amount was computed using the average
of the bid and ask price as of July 1, 2005, which was $0.0095.

<PAGE>

                                TABLE OF CONTENTS


                                     PART I

Item 1.     Description of Business
Item 2.     Description of Property
Item 3.     Legal Proceedings
Item 4.     Submission of Matters to a Vote of Security Holders
                                PART II
Item 5.     Market for Common Equity and Related Stockholder Matters
Item 6.     Management's Discussion and Analysis or Plan of Operation
Item 7.     Financial Statements
Item 8.     Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure
Item 8A.    Controls and Procedures
                               PART III
Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act
Item 10.    Executive Compensation
Item 11.    Security Ownership of Certain Beneficial Owners and Management and
            Related Stockholders Matters
Item 12.    Certain Relationships and Related Transactions
Item 13.    Exhibits and Reports on Form 8-K
Item 14.    Principal Accountant Fees and Services
SIGNATURES

<PAGE>

FORWARD-LOOKING STATEMENTS


The  information  set  forth  herein  should  be read in  conjunction  with  the
Company's financial  statements and related footnotes included elsewhere herein.
The Company's actual results could differ  materially from those  anticipated by
its management.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

InfiniCall Corporation f/k/a FoneFriend, Inc. ("InfiniCall" or the "Company") is
a development  stage company and  currently has no revenues.  It was  originally
incorporated in 1992 in Delaware under the name Picometrix, Inc., doing business
in an industry other than Internet  telephony.  After the Company's  merger with
IJNT.Net, it was engaged in the provision of wireless  communications  services,
including Internet access services. Soon thereafter, it became a publicly traded
company  under the name  IJNT.Net.  In 1997,  it acquired  another  business and
changed its name to Universal  Broadband Networks,  Inc. ("UBN"),  whose primary
business  was the  provision of Internet and related  services  using  microwave
technology.   On  October  31,  2000,   UBN  filed  a  voluntary   petition  for
reorganization  pursuant to Chapter 11, Title 11 of the United  States Code,  11
U.S.C.  101 et seq., in the United States  Bankruptcy  Court for the District of
Eastern  California.  Pursuant to an Amended and  Restated  Plan of Merger dated
June 12, 2002, between  FoneFriend,  Inc. a Nevada corporation founded in April,
2001  ("FoneFriend  Nevada") and UBN, which was approved by the Bankruptcy Court
and,  in November  2002,  UBN  completed  its  acquisition  of all the assets of
FoneFriend  Nevada.  Subsequent  to  this  acquisition,  FoneFriend  Nevada  was
dissolved and UBN, a Delaware  corporation,  changed its name to FoneFriend Inc.
("FoneFriend  Delaware").  Fonefriend  Delaware  changed its name to  InfiniCall
Corporation in 2004. Shares of InfiniCall's common stock are currently quoted in
the Over-The-Counter Bulletin Board market under the stock symbol "INFL.OB". The
Company maintainesd its corporate offices at 5670 Wilshire Blvd., Ste. 2605, Los
Angeles,  California  90036. The Company's  telephone number is: (310) 289-2338.
The corporate e-mail address is: ir@infinicall.net.

PURPOSE AND GOAL

The  Company  is in  the  process  of  becoming  a  provider  of  Internet-based
telecommunications  services in the U.S. and worldwide by seizing on the current
and future  opportunities  in  Voice-over-Internet-Protocol  ("VoIP")  telephony
technology and voice-data integrated  communications  services in the e-commerce
market place.

The management believes it has the vision,  insight,  and expertise to develop a
unique,  highly profitable  venture in the Internet telephony  marketplace.  The
Company may raise funding through succeeding public offerings of its securities,
or other sources of private capital and/or debt financing.

<PAGE>

BUSINESS OF THE COMPANY

OVERVIEW

InfiniCall Corporation provides  telecommunications  services to consumers. It's
flagship  product has been its  long-distance  telephone  service  that  permits
subscribers to complete domestic and international  calls using a combination of
software, a personal computer and an internet connection. Currently InfiniCall's
long-distance  service is offered to consumers at $15.00 per month for unlimited
domestic  calls.  Calls to a selected  group of countries are also included with
unlimited time access as part of the monthly  subscription  fee. The Company has
grown to supplying services to more than 238,000 subscribers.

All of InfiniCall's  consumer  subscribers use proprietary  software to make and
receive telephone calls from their personal  computer.  InfiniCall plans, in the
near future, to offer subscribers a hardware device that will allow conventional
telephones to access  InfiniCall  services.  Additionally  InfiniCall will begin
assigning  telephone  numbers that are reachable by all  conventional  telephone
networks.  InfiniCall  subscribers  will thus be able to  give-out  a  telephone
number  that they may be  reached  at by any  land-line  or  wireless  telephone
network.


INTERNET TELEPHONY INDUSTRY BACKGROUND


The Voice over Internet Protocol  ("VoIP") industry has grown  dramatically from
the early days of calls made through personal computers. According to a research
study from Insight Research, VoIP-based services will grow from $13.0 billion in
2002 to nearly $197.0 billion in 2007,  representing  a significant  opportunity
for  VoIP  providers.  Internet  telephony  ("IT")  has  emerged  as a low  cost
alternative  to  traditional  long  distance  telephone  services and is rapidly
catching the  attention of the general  public as well as  corporate  users.  As
quality of service improves,  technology  matures,  e-commerce  develops and the
cost  (savings)  become  compelling,  people  worldwide  will  begin  to use the
Internet as a primary source for telephony  applications.  Replacing traditional
long distance  telephony  with Internet  telephony will yield  significant  cost
savings to users  worldwide.  In fact, these costs have been dropping over time,
falling from approximately  $0.30 per minute in 1988 to approximately  $0.05 per
minute in 2004, and it is estimated that these costs will continue to drop as IT
technology  advances.  Whereas the IT market was less than 1% in 1997,  analysts
have predicted that Internet  telephony could account for more than 20% by 2007.
International Data Corporation  projects that the Internet telephony market will
grow  rapidly  with call minutes  from  businesses  reaching  nearly 230 billion
minutes in 2005, up from only 328 million minutes in 2000. According to industry
research  conducted  by  several  marketing  research  firms,  such  as  Frost &
Sullivan,  International Data Corporation and Probe Research, significant growth
is forecasted for the Internet telephony industry.  Highlights of recent reports
include the following predictions:

o    An estimated  sixty million  personal  computer (PC) users made one or more
     calls over the Internet in 2004.

o    International  telephone  long-distance revenues were estimated at over $80
     Billion  worldwide  in 2004. o Fifteen  percent of the world's  phone calls
     will likely be over the Internet networks by 2007.

o    Internet  telephony  sales are forecast to explode to $349 billion in 2006,
     as quality and services improve.

Internet telephony has the potential to enable companies to substantially reduce
their telecommunications costs. Internet telephone calls are less expensive than
traditional  international long distance calls primarily because they are routed
over the  Internet,  bypassing  a  significant  portion  of  international  long
distance tariffs.  Packet-based networks,  unlike circuit-based networks, do not
require that a fixed amount of bandwidth be reserved for each call.  That allows

<PAGE>

voice and data calls to be pooled,  which means that packet  networks  can carry
more calls with the same amount of bandwidth.  This greater  efficiency  creates
network  cost  savings that can be passed onto the consumer in the form of lower
long distance rates.

COMPETITION

THE INTERNET TELEPHONY MARKET IS HIGHLY COMPETITIVE.

Many other companies offer services similar to the Company's  service,  and many
of those  companies  have already  established a substantial  presence in the IP
telephony market.  Competitor  companies  currently have  substantially  greater
financial,  distribution and marketing  resources than the Company. As a result,
we may not be able to compete  successfully  in the Internet  Telephony  market.
There is a risk that new product  introductions  or  enhancements by competitors
could  reduce  the sales or market  acceptance  of our  services.  To become and
remain  competitive,  we plan to continue  to invest  significant  resources  in
research and  development,  sales and marketing and customer  support.  However,
given the formidable competition,  the Company continues to run the risk that it
will not have sufficient resources to withstand these market forces and may seek
a consolidation or strategic alliance with one or more of its competitors.

INTERNATIONAL COMMUNICATIONS SERVICES

Internationally,  the competitive  marketplace  varies from region to region. In
markets where the telecommunications marketplace has been fully deregulated, the
competition  continues to increase.  Even recently deregulated markets,  such as
India,  allows for new entrants to  establish a foothold  and offer  competitive
services more easily.  Competitors include both government owned phone companies
as well as emerging competitive  carriers.  As consumers and  telecommunications
providers  have  come to  understand  the  benefits  that may be  realized  from
transmitting  voice over the Internet,  a substantial  number of companies  have
emerged to provide  VoIP  services.  The  principal  competitive  factors in the
market  include:  price,  quality of service,  breadth of  geographic  presence,
customer service,  reliability,  network capacity,  the availability of enhanced
communications services and brand recognition.

COMPETITORS

Some of the many  entrants  into the VoIP  industry  are  Vonage  America  Inc.,
Packet8, Primus' Lingo and Net2Phone.

Dialpad and Skype are two  significant  Internet  telephony  companies with more
than 100 million  registered users combined.  Both companies offer software that
is downloaded to a user's computer and internet  telephone calls are then placed
through the computer  while the user is online.  The majority of these calls are
computer-to-computer. Computer-to-PSTN (Public Switched Telephone Network) calls
are increasing.

Overall, the Company's competition is from:

     1. incumbent wired PSTN network Providers and resellers.
     2.  new entrant Internet gateway service providers,
     3.  Internet telephony software providers, and

With respect to the bulk of all calls made via PSTN (the  "telephone  company"),
in 1997, the average domestic toll call cost 17 cents per minute and the average
international  call cost 74 cents per  minute.  Current  pricing  schemes by the
largest  providers-AT&T,  MCI and  Sprint-as  well  as  competition  from  newer
entrants  such as Vartec and IXC continue to push pricing  downward for domestic
calls,  but  not  dramatically  for  international  calls.   Regarding  Internet
telephony  gateway  providers,  numerous  companies  have  entered the  Internet
telephony marketplace recently,  and are focusing on corporate users to whom the
cost savings resulting from infrastructure gateway switches are sold, as opposed
to the  residential  or small home  office  user.  Internet  telephony  software
companies,  of which  Net2Phone  and Skype are  leading  providers,  target  the
technical PC user.  Companies such as Vonage target traditional  residential and
business markets. Cost savings are the major benefit to the user who already has
incurred the cost of a PC and only needs to add telephony  software and the cost
of an Internet service provider (ISP) account.

<PAGE>

The  Company's  direct  competition  primarily  comes from  Net2Phone and Vonage
America Inc., both U.S.  companies based in New Jersey..  Net2Phone uses its own
proprietary network  infrastructure and Vonage is limited to customers who elect
to purchase broadband internet service such as DSL or high-speed  internet cable
service. For the most part, the Company's  competitors currently utilize similar
technologies.  However,  they  generally  have a higher product cost, are higher
priced  in  the  consumer  market,  require  programming  and/or  some  computer
knowledge and typically market a broadband VoIP product.

In addition,  PSTN network companies,  including,  AT&T,  Deutsche Telekom,  and
Qwest,  currently  maintain,  or plan to maintain,  packet-switched  networks to
route the voice traffic of other telecommunications  companies.  These companies
are large entities with substantial  resources,  and large budgets available for
research and development,  which may eventually  further enhance the quality and
acceptance  of voice  transmission  over the  Internet.  However,  many of these
companies  are new to the  Internet  telephony  market,  and may not build brand
recognition  among  consumers for these  services.  These companies also may not
provide the range of products and services that are  necessary to  independently
provide a broad set of  voice-enabled  web  services.  AT&T,  for  example,  has
attempted to enter the market but has focused its effort on the cable market and
it is unclear if it will continue to pursue voice over the  Internet.  Qwest has
taken  steps to enter the  market by  building  a high  capacity  network in the
United States. In addition,  Qwest has also entered into a three-year  strategic
alliance with Netscape to provide one-stop access to Internet services including
long distance calling, e-mail, voice mail, faxes, Internet access and conference
calls.

REVENUE SOURCES

MONTHLY  SUBSCRIPTION  FEE. In addition to the present  subscriber fee of $15.00
per month, InfiniCall has begun offering a total of five levels of service which
will include (i) receiving  unlimited  calls and free telephone  dialing service
for 5 minutes;  (ii) for $5.00 per  month,  in  addition  to  receiving  a local
telephone  number,  the  subscriber  may  complete  15  minutes of calls per day
throughout  the United  States;  (iii) for $16.00 per month,  a local  telephone
number and unlimited calls within the United States with 300 minutes to selected
international  markets;  (iv)  for $21 per  month,  a  local  telephone  number,
unlimited  calling within the United States and selected  international  markets
and;  (v), for $30.00 per month,  a local  telephone  number,  unlimited  United
States calling and broadband (DSL) service.

SUPPORT SERVICES

Customer Service

The Company will outsource major functions such as R&D,  manufacturing,  network
infrastructure  and  services,  and Customer  Relationship  Management  (CRM) to
eliminate the need for initial capital outlay,  and minimize the requirement for
in-house resources,  facilities,  and competencies.  As a result of our Services
and Marketing  Agreement and Network Carrier Services  Agreement with InfiniCom,
the Company has outsourced the  infrastructure  and services required to service
its customer base.

EMPLOYEES

The  Company  currently  has two full time and three  part  time  employees.  We
believe our relationships with all personnel are good. The Company plans to hire
additional personnel at such time as our business growth demands.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

The Company has no plans for any  research  and  development  in the next twelve
months.  The Company has no plans at this time for  purchases  or sales of fixed
assets which would occur in the next twelve months.

The Company  expects to hire about 5 to 10 employees in the next twelve  months,
however, if it achieves a business growth, it may acquire or add employees of an
unknown number in the next twelve months.

<PAGE>

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company is a start up business and
currently has very limited capital and no capital  commitments.,  other than its
equity  credit  line with  Dutchess  Private  Equities,  LP. The effects of such
conditions could easily be to cause the Company's bankruptcy, except there would
be no significant assets to liquidate in Bankruptcy.

SALE OF FONEFRIEND TECHNOLOGY TO YAP INTERNATIONAL

On July 2, 2004 thje Company entered into an Asset Purchase Agreement ("Purchase
Agreement") with YAP International,  Inc. ("YAP") to transfer certain assets and
technology  relating to the  FoneFriend  technology  and related  assets,  which
assets and technology we determined were  unnecessary  under our revised Plan of
Operation,  In exchange for  5,416,151  shares of the common stock of YAP as set
forth in the Company's Form 8-K dated October 28, 2004, on October 25, 2004, the
Company  received a letter ("Yap  Letter")  from Yap which  purported to rescind
that  Purchase  Agreement.  The Purchase  Agreement  transferred  to Yap certain
tangible and intangible  assets of the Company relating to the FoneFriend Device
("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 the Company.  The Yap shares
which were delivered to Yap's transfer agent  specified the number of Yap shares
to be issued to the Company's  shareholders  without  regards to the Liquidating
Trust which should have been addressed.  The Company thereafter advised Yap that
it would not consent to a  distribution  negating  the  Liquidating  Trust stock
position.


ITEM 2 - DESCRIPTION OF PROPERTY

On  December  31,  2004,  the  Company  relocated  its  offices  to a office  of
InfiniCom,  which is located at 5670 Wilshire  Blvd.,  Ste.  2605,  Los Angeles,
California 90036. The telephone number is: (310) 289-2338. To date rent is being
waived and/or included as part of the services  provided by InfiniCom  Networks,
Inc.

ITEM 3 - LEGAL PROCEEDINGS

In October, 2003, the Company received notice of a lawsuit commenced against its
predecessor  company,  FoneFriend,  Inc., a Nevada  corporation  ("FoneFriend of
Nevada"),  seeking past due legal fees of approximately  $21,000.  The assets of
this  predecessor  company  were  acquired  by the Company in a stock for assets
purchase transaction and FoneFriend of Nevada was dissolved.  Should the Company
become a party to this litigation,  it believes it has an affirmative defense as
to the amount  sought and will  attempt to  negotiate  a reduced  settlement  or
defend against such action should it be commenced.

In  November,  2003,  the Company has received a threat of  litigation  from the
bankrupt estate of Allegiance Telecom,  seeking approximately $5,000. No lawsuit
has  yet  been  commenced.  Should  the  Company  become  a  party  to any  such
litigation,  it believes it has affirmative defenses to such charges and intends
to defend against any such action should it be commenced.

In January,  2003, the Company entered into a settlement agreement with a former
officer and director.  As partial  consideration under the settlement agreement,
the Company  was  required  to pay  plaintiff  the sum of $20,000 on December 1,
2003.  The plaintiff  accepted a payment of $10,000 from the Company in December
of 2003 and agreed to accept a final payment of $12,500 on January 4, 2004.  The
Company has not yet made the final payment to plaintiff.  In accordance with the
terms of the  settlement,  the plaintiff may, upon the Court's order,  file with
the Court a "Stipulation  for Entry of Judgment." The Company  intends to settle
this matter as soon as finances permit.  The plaintiff has not yet moved to file
or enforce the judgment.

The Company was named as a party to a lawsuit  filed by Mr. Mark Foglia early in
2005  against  InfiniCom  Networks  Inc. as a result of what Mr.  Foglia  claims
InfiniCom  Networks  Inc. owes to him as a result of his efforts in exacting the
InfiniCall/InfiniCom Networks Inc. transaction. The Company has been indemnified
by InfiniCom Networks Inc. should Mr. Foglia sustain his claim.

<PAGE>

The Company  recently was sued in a Florida court by a creditor  claiming a debt
of $5,000. The Company asserts that the Florida court lacked jurisdiction.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted by the Company to a vote of the Company's shareholders
through the solicitation of proxies or otherwise, during the fiscal year covered
by this report.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Our common  stock is currently  quoted on the OTC  Bulletin  Board under the
symbol  "INFL.OB".  The  following  table  shows the high and low  prices of our
common stock since we began trading under the name of FoneFriend,  Inc. on March
6,  2003,  as  reported  by  the  National  Daily  Quotation   Service  and  the
Over-The-Counter Bulletin Board. Prior to December 5, 2002, our common stock was
traded under the name of our predecessor company,  Universal Broadband Networks,
Inc.  (UBNTQ:OTCBB).  For the period  beginning with the fiscal year ended March
31,  2002,  through  December  5,  2002,  our  predecessor  corporation  was  in
bankruptcy (under the name of Universal Broadband Networks, Inc.) and its common
stock  traded  at a high of $.02 (on  April  1,  2002)  and a low of  $.003  (on
December 5, 2002), under the symbol "UBNTQ" as mentioned before.


FISCAL 2002            HIGH     LOW
First Quarter          N/A      N/A
Second Quarter         N/A      N/A
Third Quarter          N/A      N/A
Fourth Quarter        $ 4.00  $ 3.50
                       HIGH     LOW
First Quarter         $ 3.90  $ 2.01
Second Quarter        $ 2.05  $ 0.14
Third Quarter         $ 0.45  $ 0.13

FISCAL 2004

First Quarter                $0.11   $0.04
Second Quarter               $0.43   $0.11
Third Quarter                $0.10   $0.03

There currently is a limited public market for InfiniCom's common stock which is
quoted on the Over the Counter  Bulletin  Board,  and no assurance  can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly volatile.  Unless and until InfiniCom's common
shares  are  quoted on the  NASDAQ  system or  listed on a  national  securities
exchange,  it is likely that the common shares will be defined as "penny stocks"
under the  Exchange  Act and SEC rules  thereunder.  The  Exchange Act and penny
stock  rules  generally   impose   additional   sales  practice  and  disclosure
requirements  upon  broker-dealers  who sell penny stocks to persons  other than
certain "accredited investors" (generally, institutions with assets in excess of
$5,000,000  or  individuals  with net worth in excess  of  $1,000,000  or annual
income exceeding  $200,000,  or $300,000 jointly with spouse) or in transactions
not recommended by the broker-dealer.

For transactions covered by the penny stock rules, the broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition,  the  broker-dealer  must make certain
mandated  disclosures in penny stock transactions,  including the actual sale or
purchase  price and  actual bid and offer  quotations,  the  compensation  to be
received  by the  broker-dealer  and  certain  associated  persons,  and deliver
certain  disclosures  required by the SEC. So long as InfiniCom's  common shares
are considered "penny stocks",  many brokers will be reluctant or will refuse to
effect  transactions in InfiniCom's  shares, and many lending  institutions will
not permit the use of penny stocks as collateral for any loans.

<PAGE>

(b) As of March 31, 2005, there were 610 shareholders of record of the Company's
common stock, par value $.001 per share, and no shareholders of preferred stock.

(c) The Company has neither  declared nor paid any cash  dividends on its common
stock, and it is not anticipated that any such dividend will be declared or paid
in the foreseeable future.

Effective  August  11,  1993,  the  Securities  and  Exchange   Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for  transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Dividends

The Company has not paid any dividends to date, and has no plans to do so in the
immediate future.  Instead, we intend to retain all earnings, if any, for use in
the operation and expansion of our business and marketing plan.

ITEM 6 - PLAN OF OPERATION

PLAN OF OPERATION

The discussions  contained in this filing contain  "forward-looking  statements"
that involve risk and  uncertainties.  These statements may be identified by the
use  of  terminology  such  as  "believes",   "expects",   "may",  "should",  or
"anticipates",  or expressing this terminology negatively or similar expressions
or by discussions of strategy.  The  cautionary  statements  made in this filing
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this filing.  Our actual results could differ materially
from those  discussed  in this  filing.  Important  factors  that could cause or
contribute  to such  differences  include  those  discussed  under  the  caption
entitled "risk factors," as well as those discussed elsewhere in this filing.

Background

InfiniCall  Corporation  is a  development  stage  company and  currently has no
revenues.  It was  originally  incorporated  in 1992 in Delaware  under the name
Picometrix,  Inc., doing business in an industry other than Internet  telephony.
After the  Company's  merger with  IJNT.Net,  it was engaged in the provision of
wireless  communications  services,  including  Internet access  services.  Soon
thereafter,  it became a publicly  traded  company under the name  IJNT.Net.  In
1997, it acquired another  business and changed its name to Universal  Broadband
Networks, Inc. ("UBN"), whose primary business was the provision of Internet and
related  services using microwave  technology.  On October 31, 2000, UBN filed a
voluntary  petition for  reorganization  pursuant to Chapter 11, Title 11 of the
United States Code, 11 U.S.C. 101 et seq., in the United States Bankruptcy Court
for the District of Eastern California. Pursuant to an Amended and Restated Plan
of Merger dated June 12, 2002,  between  FoneFriend,  Inc. a Nevada  corporation
founded in April, 2001 ("FoneFriend  Nevada") and UBN, which was approved by the
Bankruptcy Court and, on November 21, 2002, UBN completed its acquisition of all
the assets of  FoneFriend  Nevada.  Subsequent to this  acquisition,  FoneFriend
Nevada  was  dissolved  and UBN,  a Delaware  corporation,  changed  its name to

<PAGE>

FoneFriend Inc. ("FoneFriend Delaware"). Fonefriend Delaware changed its name to
InfiniCall  Corporation  in  2004.  Shares  of  InfiniCall's  common  stock  are
currently quoted in the  Over-The-Counter  Bulletin Board market under the stock
symbol "INFL.OB".  The Company  maintained its corporate offices in the State of
California at 5670 Wilshire Blvd., Ste. 2605, Los Angeles, California 90036. The
Company's telephone number is: (310) 289-2338.  The corporate e-mail address is:
ir@infinicall.net.

InfiniCom Acquisition

On July 1, 2004,  the Company  completed  the  acquisition  of 50,000 Voice over
Internet Protocol ("VoIP") customers from InfiniCom Networks, Inc., a California
corporation,  ("InfiniCom")  whereby the Company issued 96,428,571 shares of our
common stock to InfiniCom, in addition to cash of $250,000 and a promissory note
for  $500,000.  Further,  on July 8, 2004,  the Company  acquired an  additional
10,000 VoIP customers from InfiniCom in exchange for 19,285,714 shares of common
stock and a promissory  note for  $150,000.  Both  promissory  notes bear simple
interest at the rate of six (6%) percent per annum and are due upon demand.

To  date,   InfiniCom  has   transitioned   in  excess  of  180,000   additional
customer/subscribers  to the Company's  database.  Agreements for the additional
customers are presently being negotiated with the understanding that the cost of
such additional customers will not exceed the cost of the original subscribers.

At the onset of the  original  transaction  between  InfiniCall  and  InfiniCom,
InfiniCall did not possess the banking relationships  necessary to accept credit
card payments from its customers.  InfiniCall had  represented to InfiniCom that
it had sufficient  banking  relationships  to support the credit card acceptance
requirement.  InfiniCom  agreed  to  provide  the  card  acceptance  work  while
InfiniCall secured its own bank card merchant processing account.

InfiniCall  had  represented  to InfiniCom  that it had the capacity to directly
service  it's  customers.  InfiniCall  did not have  the  manpower,  systems  or
organizational   structure  to  support  customer  care.   InfiniCom  sourced  a
third-party  vendor to supply  customer care  functions.  Under the terms of the
original  agreement with InfiniCom,  InfiniCall should have realized a profit of
$2.20 from each subscriber for every full billing month.  The business model was
built  principally  around  the  agreement  InfiniCom  has with  its  underlying
telecommunication   providers.  The  principal  carrier  agreement  under  which
InfiniCall's  customers  would complete their calls  specified a price of $0.005
for all continental  United States terminated  minutes;  $0.009 for all `On Net'
international destinations;  and a variable rate for all other international and
non-continental  U.S.  destinations.  The  agreement  also  provided for monthly
billing  with  payment  due within 10  calendar  days of  invoice  presentation.
InfiniCall had estimated that the number of minutes the average subscriber would
demand from the network would be 2,100 for the month.  Originally  InfiniCom was
required  to make a deposit  with its  telecommunications  provider  of $660,000
based  on  the  original  50,000  subscribers  anticipated  under  the  original
agreement with InfiniCall.  The source of this deposit was to be from InfiniCall
as  part of the  subsctiber  transaction.  The  deposit  was due to  InfiniCom's
telecommunications provider prior to customer turn-up. InfiniCom suffered a rate
increase  from it's  telecommunications  provider when it was unable to make the
required  deposit.  Additionally,  InfiniCom  was put on a `Credit Hold' and was
placed on weekly billing with payments due within 3 business days.

                                   Original Cost    New Cost
1st Month Estimate                   791,280        1,043,280
Subsequent Month Estimate            602,880          794,880

Actual  cost for the first  month was  $1,031,917  on  subscription  billings of
$897,660,  a loss of $134,257 not  inclusive of other  operating  costs.  At the
beginning of August,  InfiniCall management had represented that InfiniCom would
start  receiving  payments from the proceeds of stock sales allowed  pursuant to
InfiiCall's  current SB-2. As earlier stated,  these payments were never made as
agreed.  InfiniCom  secured a  third-party  investor  to  support  the  customer
traffic.

On October 4, 2004  InfiniCall  was unable to make payments  sufficient to cover
the operating costs that had accrued since the beginning of July. In order for a
third-party  investor to continue to support the network usage of the subscriber
base, the operating  structure offered to InfiniCall would be transferred to the
investor on a  temporary  basis.  InfiniCom  continued  to work with  InfiniCall
management to reach a new agreement and secure financing for its activities.

<PAGE>

InfiniCall  presently  has agreed in  principal  with  InfiniCom  for a new rate
structure which  InfiniCom has exacted from the underlying  carrier and revenues
should become realized by September, 2005.

Our New Plan of Operation

The Company acquires  customers/subscribers by direct marketing, viral marketing
and performance based Internet marketing.  We forecast that much of our customer
growth will come from  performance  based  Internet  marketing  agreements.  The
advantage of performance based Internet marketing agreements is that there is no
cost to the Company without compensating revenues.

An example of one such  performance  based  marketing  agreement we have entered
into is the agreement with InfiniCom.  InfiniCom agrees to supply subscribers at
a cost of $150 each.  Annual  revenue  from each  subscriber  is $180 under this
arrangement.  InfiniCom  warrants  that  it will  replace  the  customer  if any
particular  customer  drops service with us prior to 52 weeks from the date that
customer is delivered.

Our customers  utilize a  proprietary  software  program,  offered by InfiniCom,
which allows each  customer to place long distance and  international  telephone
calls directly from its desktop or laptop  computer.  The customer is offered an
unlimited calling plan, at a rate of $15 U.S., per month, to selected  countries
such as the U.S., Canada, Western Europe and certain countries in Asia.

We use third-party  providers to support customer care. After certain subscriber
counts  have been  achieved,  we may decide to support  internal  customer  care
operations from cash flow.

We are  currently  considering  offering our customers a  stand-alone,  Internet
appliance device (much like our previous  FoneFriend  device),  which will allow
our customers to use their  ordinary  telephone  handset to make calls using our
service.  We plan to  offer  this  product  at no  cost  to our  customers  (and
potential  customers)  in exchange for their  commitment  to a 24-month  service
agreement.  Alternatively,  we may  offer  such  product  at a  charge  to those
customers who use our service on a month-to-month basis.

Going Concern Opinion

We estimate we will need  approximately  $2,000,000 in additional capital during
the next 12 months to cover  overhead  and  develop  our  business.  Debt equity
financing,  is  intended  to address  our  capital  requirements.  If we develop
revenues from operations  during 2005 as a result of the InfiniCom  transaction,
the need for capital at the projected level will decrease.

Overall,  we have funded our cash needs from  inception  through March 31, 2004,
with a series of debt and  equity  transactions,  including  an  Equity  Line of
Credit.  The failure of the Equity Line of Credit or other  equity  financing to
satisfy our working  capital needs would have a material  adverse  effect on our
operations and financial condition.

<PAGE>

ITEM 7 - FINANCIAL STATEMENTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Infinicall Corporation

We have audited the accompanying  balance sheet of Infinicall  Corporation as of
March 31, 2005, and the related statements of income, stockholders' deficit, and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these  financial  statements  based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Infinicall  Corporation as of
March 31,  2005,  and the results of its  operations  and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

The financial statements for the year ended March 31, 2004 were audited by other
accountants  whose  report  dated  July 7,  2004 on those  financial  statements
included an explanatory  paragraph describing conditions that raised substantial
doubt about the Company's ability to continue as a going concern.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As discussed in Note 9, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations  and sustain its operations.  Management's  plans in regard to these
matters are also  described in Note 9. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, CO
August 17, 2005


<PAGE>

<TABLE>
<CAPTION>

                                     INFINICALL CORPORATION
                                  (FORMERLY, FONEFRIEND, INC.)
                                  (A Development Stage Company)
                                         BALANCE SHEETS

                                            March 31,

                                                                                   2005              2004
                                                                         ----------------------------------
<S>                                                                      <C>                    <C>

 ASSETS
 CURRENT ASSETS:
               Cash and cash equivalents                                         $ 5,244              $ 94

 Inventory                                                                                           6,000

 PROPERTY AND EQUIPMENT, net                                                       9,370            12,125

 Other assets:
 Technology rights - net of amortization                                                           262,887
 Deposits                                                                                            4,560
                                                                         ----------------------------------
 TOTAL ASSETS                                                                   $ 14,614         $ 285,666
                                                                         ==================================

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:
               Accounts payable and accrued expenses                           $ 385,390         $ 364,204
               Notes payable                                                     543,000           141,178
                                                                         ----------------------------------
                              Total current liabilities                          928,390           505,382

 Long term liabilities - notes payable                                                              25,000

 Total liabilities                                                                                 530,382

 STOCKHOLDERS' DEFICIT
               Common stock, $0.001 par value; 200,000,000 shares authorized;
               168,229,598 shares issued and outstanding                         168,226            17,758
               Additional paid-in capital                                     21,508,543         6,428,604
               Prepaid consulting expenses                                             -          (776,050)
               Accumulated deficit                                           (22,590,545)       (5,915,028)
                                                                         ----------------------------------
                              Total stockholders' deficit                       (913,776)         (244,716)
                                                                         ----------------------------------
 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $ 14,614         $ 285,666
                                                                         ==================================

   The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                INFINICALL CORPORATION
                             (FORMERLY, FONEFRIEND, INC.)
                             (A Development Stage Company)
                               STATEMENTS OF OPERATIONS
                          YEARS ENDED MARCH 31, 2005 AND 2004
           AND THE PERIOD FROM APRIL 24, 2001 (INCEPTION) TO MARCH 31, 2005

                                                                                           Cumulative
                                                                                         from inception
                                                             Year ended     Year ended  (April 24, 2001) to
                                                             31-Mar-05      31-Mar-04      31-Mar-05
                                                           ---------------------------------------------
<S>                                                        <C>                <C>           <C>
Net revenues                                                          $ -            $ -            $ -
                                                           ---------------------------------------------
Operating expenses:
General and administrative                                        845,508        206,588      1,979,430
Impairment of investment and intangible assets                 14,070,934        844,862     15,780,903
                                                                                       -              -
Consulting expenses                                             1,676,861      1,816,196      4,190,567
Total Operating Expenses                                       16,593,303      2,867,646     21,950,900
                                                           ---------------------------------------------
Operating loss                                                (16,593,303)    (2,867,646)   (21,950,900)
                                                           ---------------------------------------------
Non-operating income (expense):
Interest expense                                                  (64,698)        (9,705)       (74,403)
Litigation settlement                                             (16,716)       (81,940)       (98,656)
                                                           ---------------------------------------------
Total non-operating expense                                       (81,414)       (91,645)      (173,059)
                                                           ---------------------------------------------
Loss before income tax                                        (16,674,717)    (2,959,291)   (22,123,959)

Provision for income taxes                                           (800)          (800)        (2,400)
                                                           ---------------------------------------------
Net Loss                                                      (16,675,517)    (2,960,091)   (22,126,359)

Dividend paid to preferred shareholders                                 -        464,186        464,186
                                                           ---------------------------------------------
Net loss applicable to common shareholders                   $(16,675,517)   $(3,424,277)  $(22,590,545)
                                                           =============================================


Basic and diluted weighted average number of common
stock outstanding                                             144,066,034     10,825,173
                                                           ==============================


Basic and diluted net loss per share for common stock              (0.116)        ($0.32)
                                                           ==============================


           The accompanying notes are an integral part of these financial statements.

* Weighted  average  number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is antidilutive
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

INFINICALL CORPORATION
(FORMERLY, FONEFRIEND, INC.)
STATEMENT OF STOCKHOLDER' EQUITY (DEFICIT)
FOR THE PERIOD APRIL 24, 2001 (INCEPTION) TO MARCH 31, 2005

                                                                              Additional Unamortized                   Total
                                  Preferred shares      Common shares         Paid - In  prepaid        Accumulated  Stockholders'
                                  No. shares Par Value  No. shares Par Value  Capital    consulting     Deficit     Equity (deficit)
                                                                                          fees
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>     <C>         <C>        <C>         <C>             <C>           <C>

Balance at July 1, 2002                      $ -     8,956,361      8,956   3,069,182    $ -            (1,036,686)   2,041,452
                                                                                                                              -
Loss from operations                                                                                      (211,316)    (211,316)

Common Shares issued on 9/30/2002                      85,500         86     427,415                                    427,501
                                ----------------------------------------------------------------------------------------------------
Balance at September 30, 2002                       9,041,861      9,042   3,496,597                    (1,248,002)   2,257,637

Loss from Operations                                                                                      (118,281)    (118,281)

Common Shares cancelled                              (300,000)      (300)                                                  (300)

Common shares issued on 11/21/2002                     58,139         58      29,942                                     30,000
                                ----------------------------------------------------------------------------------------------------
Total common shareholders'
equity pre-merger, 11/21/2002                       8,800,000      8,800   3,526,539                    (1,366,283)   2,169,056

Shares cancelled upon merger                       (8,800,000)    (8,800)

Merger of FoneFriend, Inc. (Nevada
Corporation) on November 21, 2002
with and into FoneFriend, Inc.
(Delaware Corp.):

Exchange of Nevada shares for Delaware shares       2,200,000      2,200

Issued new Delaware shares to
management consultants and
Liquidating Trust for Creditors                     5,446,000      5,446       1,154

Shares issued for consulting                          825,000        825     213,675                                    214,500

Loss from operations from 11/21/2002
to 3/31/2003                                                                                            (1,124,468)  (1,124,468)
Balance at March 31, 2003          820,361   820    8,471,000      8,471   3,741,368                    (2,490,751)   1,259,908
                                ----------------------------------------------------------------------------------------------------
Preferred Shares Cancelled          (6,000)   (6)                                6                                            -

Shares issued for consulting & prepaid
consulting                                          6,225,000      6,225  2,170,064   (776,050)                       1,400,239

<PAGE>



Shares issued for legal settlement                     60,000         60     41,940                                      42,000

Conversion of preferred stock to
common stock                      (814,361) (814)     814,361        814                                                      -

Shares issued for dividend to
preferred shareholders                              2,443,083      2,443     461,743                                    464,186

Shares issued for legal fees                           17,500         17      13,483                                     13,500

Shares cancelled                                     (272,500)      (272)          -                                       (272)

Loss for the year ending March 31, 2004                                                            (3,424,277)       (3,424,277)
                                ----------------------------------------------------------------------------------------------------
Balance at March 31, 2004                -   $ -   17,758,444     17,758   6,428,604   (776,050)   (5,915,028)         (244,716)

Amortization of prepaid fees                                                             776,050                        776,050

Shares issued for legal fees                          200,000        200      17,800                                     18,000

Shares issued for consulting                        7,874,500     $7,876    $820,566                                    828,442

Shares issued for debt settlement                   8,469,273     $8,469    $184,123                                    192,592

Shares issued for option                              350,000       $350      $3,150                                      3,500

Sgares issued for acquisitions                     126,073,749  $126,073 $12,977,682                                 13,103,755

Shares issued for services                            625,000       $625     $30,375                                     31,000

Shares issued to Dutchess                           6,874,632     $6,875  $1,046,243                                 $1,053,118

Net loss                                                                                         ($16,675,517)     ($16,675,517)
                                ----------------------------------------------------------------------------------------------------
Balance March 31, 2005                             168,225,598 $ 168,226 $ 21,508,543       $ - $ (22,590,545)       $ (913,776)
                                ====================================================================================================


           The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             INFINICALL CORPORATION
                          (FORMERLY, FONEFRIEND, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                                                                    Cumulative
                                                                                   from inception
                                                                                  (April 24, 2003)
                                                                                    to March 31,
                                                            2005          2004          2005
                                                        ------------------------------------------
<S>                                                     <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                             $ (16,675,517)$ (3,424,277) $ (22,590,545)
   Adjustments to reconcile loss from development
   stage operations to net cash used in operating
   activities
   Shares issued for compensation, consulting
   services & prepaid expense                               1,026,455    2,176,289      6,952,583
   Shares issued for legal settlement                          68,376       42,000        110,376
   Shares issued for legal fees                                18,000       13,500         31,500
   Shares issued for interest expense                          16,500            -         16,500
   Shares issued for expenses                                 195,577                     195,577
   Loss on settlement of debt                                  16,716            -         16,716
   Shares issued for dividends to preferred shareholders            -      464,186        464,186
   Write off of inventory                                       6,000       10,000         16,000
   Capitalized development costs                                    -            -     (1,626,305)
   Impairment of capitalized development costs                      -      694,862      1,559,969
   Impairment of long lived assets                         14,070,934                  14,070,934
   Impairment of investment                                         -      150,000        150,000
   Depreciation and amortization expense                      667,216       37,821        709,889
   (Increase) decrease in current assets:
   Decrease in prepaid expenses                                     -     (619,453)      (633,050)
   Purchase of inventory equipment                                  -            -        (16,000)
   Decrease in Deposits                                         4,561       (4,561)         4,561
   Increase (decrease) in current liabilities:
   (Decrease) in accounts payable and accrued expenses         (4,423)     354,216        329,536
   Litigation settlement payable                                    -            -         20,000
   Increase in consulting contract payable                     87,140            -         87,140
   Other                                                            -            -        (23,096)
                                                        ------------------------------------------
   Total adjustments                                       16,173,052    3,318,860     22,437,016
                                                        ------------------------------------------
   Net cash used by development stage operations             (502,465)    (105,417)      (153,529)
                                                        ------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                               -            -        (15,840)
   Acquisition of technology license                                -            -       (300,000)

<PAGE>

   Acquisition of investment                                        -            -       (150,000)
   Cash payment to universal broadband                              -            -        (50,000)
   Cash payments towards the acquisition of customer list    (250,000)           -       (250,000)
                                                        ------------------------------------------
   Net cash used in investing activities                     (250,000)           -       (765,840)
                                                        ------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loans payable                                500,000       85,290        686,188
   Loan from officers and others                               (6,226)           -        (26,236)
   Issuance of stock for cash                                 263,841            -        264,661
                                                        ------------------------------------------
   Net cash provided by financing activities                  757,615       85,290        924,613
                                                        ------------------------------------------
Net increase (decrease) in cash & cash equivalents              5,150      (20,127)         5,244

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                         94       20,221              -
                                                        ------------------------------------------
CASH & CASH EQUIVALENTS, ENDING BALANCE                       $ 5,244         $ 94        $ 5,244
                                                        ==========================================

    The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

                             INFINICALL CORPORATION
                           (FORMERLY, FONEFRIEND INC.)
                          A Development stage Company)
                           NOTES FINANCIAL STATEMENTS
                                 March 31, 2005

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Infinicall   Corporation   formerly,   FoneFriend,   Inc.  (the  "Company")  was
incorporated  on April  24,2001,  under the laws of the State of Nevada,  and on
November  21,  2002,  was  merged  with and into  FoneFriend,  Inc.,  a Delaware
corporation. The Company maintains corporate offices at 8447 Wilshire Blvd., 5th
Floor, Beverly Hills, California 90211. The Company's telephone number is: (323)
653-6110.

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting  Standards Board No. 7. The Company's  planned  principal  operations
have not commenced. The primary business of the Company is to market an Internet
telephony  device  and  related  services  to  customers  worldwide,  called the
"FoneFriend".  The underlying  technology of FoneFriend has been licensed by the
Company from FoneFriend Systems,  Inc. and will enable the Company's subscribers
to make and receive  unlimited long distance  telephone calls over the Internet,
using only their  standard  residential  telephone  set  (without the need for a
computer),  for a low monthly fee. Due to the small cost of  transmitting  calls
over the  Internet,  the Company  anticipates  that it will realize  significant
profit margins, in excess of the traditional telecommunications industry.

On July 1, 2004 the  Company  completed  its  acquisition  of 50,000  Voice over
Internet Protocol (VoIP) customers from InfiniCom  Networks,  Inc., a California
corporation, whereby the Company issued 96,428,571 shares of its common stock to
InfiniCom,  in addition to cash of $250,000 and a  promissory  note for $500,000
with simple  interest at the rate of six (6%) percent,  per annum.  Prior to the
Acquisition the Company had  approximately  23,114,603  common shares issued and
outstanding.  As a result of the Acquisition the shares outstanding increased to
119,543,174 of which InfiniCom controls 80.66%.
As of December 31, 2004,  Infinicom Networks,  Inc has 126,073,749 shares of the
Company which results in them owning 74.94% of the shares of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Change in Fiscal Year End

The Company's  fiscal year is March 31. The Company  changed its fiscal year end
in 2003, from April 30 to March 31.

<PAGE>

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash  and cash  equivalents  include  cash in hand  and  cash in time  deposits,
certificates  of deposit and all highly  liquid debt  instruments  with original
maturities of three months or less.

Inventories - Equipment

Inventories  -  equipment  are  valued  at the  lower of cost  (determined  on a
weighted  average  basis)  or  market.  The  Management  compares  the  cost  of
inventories  with the market  value and  allowance  is made for writing down the
inventories to there market value, if lower.

Property & Equipment

Property and equipment, comprising of furniture and office equipment, are stated
at cost.  Expenditures  for  maintenance  and repairs are charged to earnings as
incurred; additions, renewals and betterments are capitalized. When property and
equipment are retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the respective  accounts,  and any gain or loss is
included in operations. Depreciation of property and equipment is provided using
the straight-line  method for substantially all assets with estimated lives of 5
years.

Capitalized Development Costs

Capitalized  development  costs consisted of expenditures made by the Company to
improve the product and develop  marketing  channels for the product,  and which
were deemed by management to have future value to the Company.  Such capitalized
development  costs were being  amortized  over their useful  lives.  The company
evaluated  the  value of the  Capitalized  development  costs  and  recorded  an
impairment charge equal to the value of the Capitalized  development costs (note
6).


Long-Lived Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived

<PAGE>

Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair market values are reduced for the cost of disposal.

Accounts Payable & Accrued Expenses

Accounts  payable and accrued  expenses  consist of the  following  on March 31,
2004:
Accounts payable                           $ 27,528
Accrued consulting                           73,641
Accrued expenses- other                     284,221
                                       -------------
                                          $ 385,390

Revenue Recognition

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting bulletin (SAB) 104. Revenue is recognized when services are rendered,
the service cost is fixed or  determinable,  the service is delivered,  no other
significant  obligations of the Company exist and  collectibility  is reasonably
assured.  Generally, the Company will extend credit to its customers/clients and
would  not  require   collateral.   The  Company  will  perform  ongoing  credit
evaluations  of its  customers/clients.  The  company  did not earn any  revenue
through March 31, 2005.

Research and Development

Expenditures  for  software  development  costs and  research  are  expensed  as
incurred.  Such  costs  are  required  to  be  expensed  until  the  point  that
technological   feasibility  is  established.   The  period  between   achieving
technological feasibility and the general availability of such software has been
short.   Consequently,   costs  otherwise   capitalizable   after  technological
feasibility is achieved are generally expensed because they are insignificant.

<PAGE>

Income Taxes

Deferred taxes are provided for on a liability method for temporary  differences
between the  financial  reporting and tax basis of assets and  liabilities  that
will result in taxable or deductible amounts in the future.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.  Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will be realized.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

Basic and Diluted Net Loss per Share

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.

Statement of Cash Flows

In  accordance  with  Statement  of  Financial   Accounting  Standards  No.  95,
"Statement  of  Cash  Flows,"  cash  flows  from  the  Company's  operations  is
calculated  based upon the local  currencies.  As a result,  amounts  related to
assets  and  liabilities  reported  on the  statement  of cash  flows  will  not
necessarily  agree with  changes in the  corresponding  balances  on the balance
sheet.

Segment Reporting

Statement of Financial  Accounting  Standards No. 131 ("SFAS 131"),  "Disclosure
About  Segments of an Enterprise  and Related  Information"  requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating  decisions and assessing  performance.  Reportable segments
are based on products  and  services,  geography,  legal  structure,  management
structure, or any other manner in which management disaggregates a company. SFAS

<PAGE>

131  has no  effect  on  the  Company's  consolidated  financial  statements  as
substantially  all of the  Company's  operations  are  conducted in one industry
segment.

Issuance of Shares for Service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

Reclassifications

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.

Recent Pronouncements

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative  Instruments and Hedging Activities.  FAS 149 amends
and clarifies the accounting guidance on (1) derivative  instruments  (including
certain  derivative  instruments  embedded in other  contracts)  and (2) hedging
activities  that fall  within  the scope of FASB  Statement  No.  133 (FAS 133),
Accounting  for  Derivative  Instruments  and Hedging  Activities.  FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective (1) for contracts  entered into or modified after June 30, 2003,  with
certain exceptions,  and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively.  The adoption of SFAS No. 149
does not have a material impact on the Company's  financial  position or results
of operations or cash flows.

On May 15, 2003,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 150 (FAS 150),  Accounting for Certain Financial  Instruments with
Characteristics  of both Liabilities and Equity.  FAS 150 changes the accounting
for certain  financial  instruments  that,  under  previous  guidance,  could be
classified as equity or "mezzanine"  equity,  by now requiring those instruments
to be  classified  as  liabilities  (or  assets  in some  circumstances)  in the
statement of financial position.  Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement  alternatives.  FAS 150 affects an
entity's   classification  of  the  following   freestanding   instruments:   a)
Mandatorily  redeemable  instruments  b) Financial  instruments to repurchase an
entity's own equity instruments c) Financial  instruments  embodying obligations
that the issuer must or could  choose to settle by issuing a variable  number of
its shares or other  equity  instruments  based  solely on (i) a fixed  monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d) FAS 150  does not  apply to  features  embedded  in a  financial
instrument that is not a derivative in its entirety.  The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003,  and is otherwise  effective at the beginning of the first interim
period  beginning  after  June 15,  2003.  For  private  companies,  mandatorily

<PAGE>

redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the fiscal period  beginning  after  December 15, 2003. The adoption of SFAS No.
150 does not have a  material  impact on the  Company's  financial  position  or
results of operations or cash flows.

In December  2003,  the  Financial  Accounting  Standards  Board (FASB) issued a
revised  Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
(FIN 46R). FIN 46R addresses  consolidation by business  enterprises of variable
interest  entities and significantly  changes the  consolidation  application of
consolidation   policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in similar  activities  when those
activities are conducted  through variable interest  entities.  The Company does
not hold any variable interest entities.

In March 2004, the Emerging  Issues Task Force  ("EITF")  reached a consensus on
Issue  No.  03-1,  "The  Meaning  of  Other-Than-Temporary  Impairment  and  its
Application  to Certain  Investments."  The EITF  reached a consensus  about the
criteria  that should be used to  determine  when an  investment  is  considered
impaired,  whether that impairment is other-than-temporary,  and the measurement
of an  impairment  loss and how that criteria  should be applied to  investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY   SECURITIES."  EITF  03-01  also  included   accounting   considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain  disclosures  about  unrealized  losses that have not been recognized as
other-than-temporary   impairments.   Additionally,   EITF  03-01  includes  new
disclosure  requirements  for  investments  that are  deemed  to be  temporarily
impaired.  In September  2004, the Financial  Accounting  Standards Board (FASB)
delayed  the  accounting  provisions  of  EITF  03-01;  however  the  disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.
In December 2004, the FASB issued SFAS No. 123(R) (revised  2004),  "Share-Eased
Payment",  which amends FASB  Statement  No.123 and will be effective for public
companies for interim or annual periods  beginning  after June 15,2005.  The new
standard  will  require  entities to expense  employee  stock  options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified prospective  transition method, a variation of the modified prospective
transition method or the modified  retrospective  transition method. The Company
is evaluating  how it will adopt the standard and evaluating the effect that the
adoption  of SF AS 123(R)  will have on our  financial  position  and results of
operations.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. This statement amends the guidance in ARB No.43,  Chapter
4, Inventory  Pricing,  to clarify the  accounting for abnormal  amounts of idle
facility  expense,  freight,  handling costs,  and wasted  material  (spoilage).
Paragraph  5 of ARB No.43,  Chapter 4,  previously  stated that  "...under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double

<PAGE>

freight,  and  rehandling  costs may be so abnormal as to require  treatment  as
current period  charges..." SF AS No.151 requires that those items be recognized
as current-period  charges  regardless of whether they meet the criterion of "so
abnormal."  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion be based on the normal capacity
of the  production  facilities.  The  provisions  of SFAS 151  shall be  applied
prospectively and are effective for inventory costs incurred during fiscal years
beginning after June 15,2005,  with earlier application  permitted for inventory
costs incurred  during fiscal years  beginning after the date this Statement was
issued.  The adoption of SF AS No.151 is not expected to have a material  impact
on the Company's financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No.29. The guidance in APE Opinion No.29, Accounting
for  Nonmonetary  Transactions,  is based on the  principle  that  exchanges  of
nonmonetary  assets  should  be  measured  based  on the fair  value  of  assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle.  This Statement amends Opinion 29 to eliminate the exception for
nonmonetary  exchanges of similar  productive assets that do not have commercial
substance.  A nonmonetary  exchange has commercial  substance if the future cash
flows of the  entity are  expected  to change  significantly  as a result of the
exchange.  SFAS No. 153 is  effective  for  nonmonetary  exchanges  occurring in
fiscal periods beginning after June 15, 2005. The adoption of SFAS No.153 is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.


NOTE 3 - PROPERTY AND EQUIPMENT

Property and Equipment  are stated at cost.  Property and equipment at March 31,
2004, consists of the following:
Furniture and office equipment           $ 19,611
Accumulated depreciation                 (10,241)
                                    --------------
                                          $ 9,730
                                    ==============


NOTE 4 - NOTES PAYABLE
 Notes payable are comprised of the following:
Unsecured note, interest rate 10%, interest payable on last         $13,000
day of each month, due on demand
Unsecured note, interest rate 6%, payable on demand to acquire      500,000
the customer data base

<PAGE>

        Unsecured note, interest rate 6%, interest payable
        on last day of each month, due on demand                      5,000

        Unsecured note, interest rate 8%, interest payable
        on last day of each month, due April 1, 2005                  5,000

        Unsecured note, interest rate 8%, interest payable
        on last day of each month, due April 1, 2005                  5,000

        Unsecured note, interest rate 8%, interest payable
        on last day of each month, due April 1, 2005                  5,000

        Unsecured note, interest rate 8%, interest payable
        on last day of each month, due April 1, 2005                  5,000

        Unsecured note, interest rate 8%, interest payable
        on last day of each month, due April 1, 2005                  5,000
                                                                ------------
 TOTAL                                                             $543,000
                                                                ------------



NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock

During the period ended  December 31, 2004, the Company issued common stocks for
various  services to following  parties:

The Company issued  7,874,500  shares of common stock for  consulting  services.
These  issuances  have  been  valued  at the  fair  market  value on the date of
issuance and amounted to $ 828,442.

The Company  issued  200,000  shares of common stock for legal  services.  These
issuances  have been  valued  at the fair  market  on the date of  issuance  and
amounted to $18,000.

The  Company  issued  1,631,659  shares of common  stock  valued at  $124,216 in
exchange  of  settlement  of  debt  amounting  $107,500  resulting  in a loss of
$16,716.

On July 1,  2004,  the  Company  closed  its  acquisition  of 50,000  Voice over
Internet  Protocol (VoIP)  customers from InfiniCom  Networks,  Inc. The Company
acquired 50,000  customers for  consideration  of $7,500,000,  which was paid by
$250,000 in cash, a promissory note for $500,000 and 96,428,571 shares of common

<PAGE>

stock.  The Company issued  96,428,571  shares of common stock on June 30, 2004,
valued at $8,928,571.

The  Company  issued  19,428,571  shares  of its  common  stock and  executes  a
promissory  note  for  $150,000  in  exchange  for  an  additional  10,000  VoIP
customers,  which occurred on July 8, 2004.

The Company issued 10,216,607 shares of its common stock to InfiniCom  Networks,
Inc. in consideration of adjustment of the purchase price of the original 60,000
customers purchased by the Company amounting to $ 2,410,152,  payment of accrued
interest on notes amounting to $ 9,000 and partial payment of notes amounting to
$ 135,000.

The Company issued 275,000 shares of common stock valued at $27,500 to Ms. Robin
Glanzl as an inducement to join the Company and act as the Company's  President.

The Company  issued  6,874,632  shares of common stock valued at  $1,053,118  to
Dutchess Private Equity Fund, LP. Of the proceeds,  $ 599,419 was used to offset
against Notes Payable to Dutchess,  $195,577 for related  expense,  and $263,841
were in cash.

The Company issued 350,000 shares towards the exercise of option. The monies due
on the exercise of the option amounted to $ 3,500 which has been applied towards
the consulting monies due to the optionee.

The Company  issued  350,000  shares of common stock for  severance  pay.  These
issuances have been valued at $3,500.

The Company issued 6,837,614 shares to J. Michael Issa,  Liquidating  Trustee in
satisfaction of a court order. These issuances have been valued at $68,376.

Stock Options

As of March 31,  2005,  there  are no  longer  any  stock  options  or  warrants
outstanding.

Equity Line of Credit

On  February  25,  2004,  the  Company  entered  into an  Equity  Line of Credit
Agreement with Dutchess Private  Equities Fund L.P.,  covering the sale of up to
$3 million of the  Company's  common stock over the next thirty six months.  The
stock may be sold at the Company's discretion, at a discount to the market price
of the Company's shares at the time of sale.

<PAGE>

Subject to the conditions set forth in this Agreement,  following the Investor's
receipt of a validly  delivered  Put Notice,  the Investor  shall be required to
purchase  from the  Company  during the  related  Pricing  Period that number of
Shares  having an  aggregate  Purchase  Price equal to the lesser of (i) the Put
Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume
of the Common Stock during the  applicable  Pricing  Period times (x) 94% of the
lowest bid prices of the  Company's  Common Stock during the  specified  Pricing
Period,  but only if said Shares bear no restrictive  legend, are not subject to
stop transfer  instructions,  pursuant to Section 2(h),  prior to the applicable
Closing Date.

Under the  agreement,  the Common Stock of the Company shall be  authorized  for
quotation on the Principal Market and trading in the Common Stock shall not have
been suspended by the Principal  Market or the SEC, at any time beginning on the
date hereof and through and including  the  respective  Closing Date  (excluding
suspensions   of  not  more  than  one  Trading  Day  resulting   from  business
announcements by the Company,  provided that such suspensions occur prior to the
Company's delivery of the Put Notice related to such Closing).

NOTE 6 - IMPAIRMENT OF INVESTMENT AND INTANGIBLE ASSETS

On July 1, 2004,  the Company  completed  the  acquisition  of 50,000 Voice over
Internet  Protocol  customers  from  InfiniCom.

Pursuant  to the  terms  of the
definitive  agreements,  consisting  of a Services and  Marketing  Agreement,  a
Network  Carrier   Services   Agreement  and  a  Stock   Acquisition   Agreement
(collectively  referred to as the "Agreements")  dated June 6, 2004, as modified
by the Letter Agreement of July 1, 2004, the Company issued 96,428,571 shares of
its common stock,  $250,000 in cash and a promissory  obligation to pay $500,000
in exchange for the 50,000 Voice over Internet Protocol  customers.  Pursuant to
the Letter Agreement of July 1, 2004, FoneFriend issued an additional 19,285,714
shares  of its  common  stock and  execute a  promissory  note for  $150,000  in
exchange for an  additional  10,000 VoIP  customers,  which  occurred on July 8,
2004.

On November 12, 2004, the Company issued  10,216,607  shares of its common stock
to InfiniCom Networks, Inc. in consideration of adjustment of the purchase price
of  the  original  60,000  customers  purchased  by  the  Company  amounting  to
$2,512,319,  payment  of  accrued  interest  on notes  amounting  to $ 9,000 and
partial payment of notes amounting to $ 135,000.

The Company  purchased a license to use the FoneFriend  technology for $ 300,000
for a  period  of ten  years  from  FoneFriend  Systems,  Inc.  under a  license
agreement  dated April 30, 2001.  This license  agreement  allows the Company to
manufacture  market  and  utilize  a  proprietary   technology  referred  to  as
FoneFriend.  The Company had amortized $ 55,670 through December 31, 2004 on the
license.

<PAGE>

The Company evaluated  valuation of the Company's  long-lived assets (voice over
internet protocol  customers and technology rights license) at December 31, 2004
and determined that  long-lived  assets have been impaired and were of no value,
based  upon the fair  market  value of  similar  assets  and  future  cash  flow
projected from these assets.  The impaired  intangible  assets  comprised of the
following:

        Customer Data Base              $ 13,826,604
        Technology rights license            244,330
                                        -------------
        Impairment loss                  (14,070,934)
                                        -------------
                                        $          -
                                        -------------

The  Company  recorded  an  impairment  expense  equal to the book  value of the
long-lived   assets  amounting   $14,070,934  in  the   accompanying   financial
statements.

The  Company  recorded  an  impairment  expense  equal  to  the  book  value  of
development cost amounting $694,862 in the accompanying financial statements.

NOTE 7 - INCOME TAX

Since the Company has not  generated  taxable  income,  no provision  for income
taxes has been provided (other than minimum franchise taxes payable to the State
of California).

Through March 31, 2004,  the Company  incurred net operating  losses for federal
tax purposes of $5,900,000.  The net operating loss carry-forward may be used to
reduce taxable income through the year 2019. The  availability  of the Company's
net operating loss carry-forwards are subject to limitation if there is a 50% or
more  positive  change in the ownership of the  Company's  stock.  The Company's
total deferred tax asset is as follows:

                                     March 31,
                                        2005
                                   ---------------
Tax benefit of net operating
loss carry-forward                    $ 9,035,000
Valuation allowance                   (9,035,000)
                                   ---------------
                                              $ -
                                   ===============

The following is a reconciliation  of the provision for income taxes at the U.S.
federal  income tax rate to the  income  taxes  reflected  in the  Statement  of
Operations:

<PAGE>

                                                   March 31,
                                                      2005
                                                  -------------------------

Tax expense (credit) at statutory rate-federal       (34)%
State tax expense net of federal tax                  (6)
Changes in valuation allowance                        40
                                                  -------------------------
Tax expense at actual rate                             -
                                                  =========================

The  valuation  allowance  increased to  $6,675,000  in the year ended March 31,
2005, since the realization of the operating loss  carry-forwards  are doubtful.
It is reasonably possible that the Company's estimate of the valuation allowance
will change.

NOTE 8 - LITIGATION

In October, 2003, the Company received notice of a lawsuit commenced against its
predecessor  company,  FoneFriend,  Inc., a Nevada  corporation  ("FoneFriend of
Nevada"),  seeking past due legal fees of approximately  $21,000.  The assets of
this  predecessor  company  were  acquired  by the Company in a stock for assets
purchase transaction and FoneFriend of Nevada was dissolved.  Should the Company
become a party to this litigation,  it believes it has an affirmative defense as
to the amount  sought and will  attempt to  negotiate  a reduced  settlement  or
defend against such action should it be commenced.

In  November,  2003,  the Company has received a threat of  litigation  from the
bankrupt estate of Allegiance Telecom,  seeking approximately $5,000. No lawsuit
has  yet  been  commenced.  Should  the  Company  become  a  party  to any  such
litigation,  it believes it has affirmative defenses to such charges and intends
to defend against any such action should it be commenced.

In January,  2003, the Company entered into a settlement agreement with a former
officer and director.  As partial  consideration under the settlement agreement,
the Company  was  required  to pay  plaintiff  the sum of $20,000 on December 1,
2003.  The plaintiff  accepted a payment of $10,000 from the Company in December
of 2003 and agreed to accept a final payment of $12,500 on January 4, 2004.  The
Company has not yet made the final payment to plaintiff.  In accordance with the
terms of the  settlement,  the plaintiff may, upon the Court's order,  file with
the Court a "Stipulation  for Entry of Judgment." The Company  intends to settle
this matter as soon as finances permit.  The plaintiff has not yet moved to file
or enforce the judgment.

The Company was named as a party to a lawsuit  filed by Mr. Mark Foglia early in
2005  against  InfiniCom  Networks  Inc. as a result of what Mr.  Foglia  claims
InfiniCom  Networks  Inc. owes to him as a result of his efforts in exacting the
InfiniCall/InfiniCom Networks Inc. transaction. The Company has been indemnified
by InfiniCom Networks Inc. should Mr. Foglia sustain his claim.

The Company  recently was sued in a Florida court by a creditor  claiming a debt
of $5,000. The Company asserts that the Florida court lacked jurisdiction.

<PAGE>

NOTE 9 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However, the Company has accumulated deficit of $ 22,590,545 at March
31, 2005. The Company incurred net losses of $16,675,517 in the year ended March
31, 2005.  In view of the matters  described  above,  recoverability  of a major
portion of the recorded asset amounts shown in the  accompanying  balance sheets
is  dependent  upon  continued  operations  of the  Company,  which  in  turn is
dependent  upon the  Company's  ability  to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability  to  continue  as a going  concern.  The  Company is  actively  pursuing
additional funding and potential merger or acquisition  candidates and strategic
partners, which would enhance stockholders' investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal year.


NOTE 10 - RELATED PARTY TRANSACTIONS


On July 1, 2004 the Company  completed a transaction with InfiniCom  wherein the
Company issued  96,428,571  shares of restricted  common stock. In addition,  on
July 8, 2004, the Company issued an additional  19,285,714  shares of restricted
common  stock and on  November  12,  the  Company  issued  10,216,607  shares to
InfiniCom,  which  represents,  as of  this  filing  approximately  75%  or  the
Company's  issued and outstanding  shares.  Concurrent with the transaction with
InfiniCom, the Company executed a Services and Marketing Agreement and a Network
Carrier Agreement creating an outsourcing  relationship  between the Company and
InfiniCom wherein InfiniCom is operating our day to day operations.

Additionally,  as a result of the agreements with  InfiniCom,  the Company moved
its offices to offices  supplied by  InfiniCom  at not  additional  costs to the
Company.

<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On July 6,  2005,  the Board of  Directors  of the  Company  dismissed  Kabani &
Company,  C.P.A.,  an  accountancy  corporation,  as the  Company's  independent
accountants  and  appointed  the  firm of  Jaspers  & Hall,  P.C.  to  serve  as
independent  public  accountants of the Company for the fiscal year ending March
31, 2005.

Kabani & Company's report on the Company's consolidated financial statements for
the  fiscal  year ended  March 31,  2004 did not  contain an adverse  opinion or
disclaimer  of  opinion,  or was  modified  as to  uncertainty,  audit  scope or
accounting  principles;  however,  they were modified to include an  explanatory
paragraph  wherein they expressed  substantial doubt about the Company's ability
to continue as a going concern.

During the year ended December 31, 2004 there were no disagreements  with Kabani
& Company  on any  matter  of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
Kasbani & Company's  satisfaction,  would have caused them to make  reference to
the subject matter of such  disagreements in connection with their report on the
Company's consolidated financial statements for such years.


ITEM 8A - CONTROLS AND PROCEDURES

The Company is a development  stage company with no revenues and during 2005 our
Board of Directors had  responsibility  for our internal controls and procedures
over our financial reporting.

We have  implemented  and  maintain  disclosure  controls and  procedures  which
consist  of: the  control  environment,  risk  assessment,  control  activities,
information  and  communication  and monitoring.  Our scope of internal  control
therefore extends to policies, plans procedures, processes, systems, activities,
initiatives,  and endeavors required of a company with our limited transactions,
revenues,  expenses, and operations.  These controls and procedures are designed
to ensure that the  information  required to be  disclosed  in our  Exchange Act
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules.

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly  affect the controls subsequent to the
date of the evaluation referenced below.

Within 90 days prior to the date of this report,  we carried out an  evaluation,
under the  supervision  of Mr. James A.  Trodden,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
on the  foregoing,  Mr.  Trodden  concluded  that,  given the Company's  limited
operations, our disclosure controls and procedures were effective.

                                    PART III

ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The current  Executive  officers and  directors of the Company at March 31, 2004
were:

NAME                               POSITION

Robin Glanzl                     President

James A. Trodden                 Secretary

Business Experience

The following is a brief account of the business  experience during at least the
past  five  years of the  persons  designated  to be  officers  of the  Company,
indicating the principal  occupation and employment  during that period by each,
and the name and  principal  business  of the  organizations  by which they were
employed.

Robin  Glanzl,  Ms.  Robin  Glanzl  received her Bachelor of Arts degree and her
Juris Doctor  degree from the  University of Southern  California.  In her early
years as an attorney she was  affiliated  with the United  States  Department of
State through the Federal Trade Commission where she investigated and prosecuted
alleged  violations  of the federal  anti-trust  laws  throughout  the  country,
covering unfair competition,  predatory pricing practices, false advertising and
franchising.  She helped to develop the first  federal  standards  for broadcast
advertising.

<PAGE>

During the last twenty-five  years of her legal career she has engaged primarily
in corporate  development and transactional law in a broad range of matters such
as mergers, acquisitions,  securities, international oil and gas engineering and
leases,  franchise  development,   the  entertainment  industry  covering  film,
television and record  projects as well as labor union dispute  resolution.  She
wrote  procedure  manuals on copyright  and  trademark law and held seminars for
senior management and major private  developers in the franchise  industry.  She
helped to take a national franchise company to significant international status.

She has worked with large, multinational corporations such as Fluor Corporation,
Carnation  Company,  Burger  King,  Inc.,  ABC  Television,   Inc,  and  Capitol
Industries  (Records),  Inc as well as regional and private local  corporations.
Whether as general counsel,  assistant general counsel or corporate counsel Mrs.
Glanzl  worked  closely with top  management  in helping  operations,  sales and
marketing   departments  to  plan  meaningful  goals  within  the  framework  of
applicable  statutes  and  regulations.  She  has  been  recognized  for  making
significant  contributions  in evaluating or  reconciling  the  reliability  and
consistency  between  financial  records and operational  reports and other data
when companies she worked with contemplated buying out or associating with other
businesses or companies. Mrs. Glanzl taught anti-trust and contract and business
law at USC's School of  Business,  Whittier  College  School of Law and Woodbury
University.

She has served on the board of several small companies as secretary and kept the
corporate  minutes books.  She has also done the  regulatory  work and corporate
bookkeeping  for large  domestic and  international  companies.  During the last
fourteen years she has worked  significantly in the telephony industry assisting
in the purchase, development and reshaping of troubled companies,  especially in
the  areas of report  and  document  reconciliation  and  evaluation  as well as
operationally in the initial post acquisition periods.

Mrs. Glanzl serves on the board of two charities in the greater Los Angeles area
dealing with battered  women and medical  research and  treatment.  She has long
been  involved in a national  charity  combating  child  abuse.  She has been an
arbitrator  with the American  Arbitration  Association  and is certified in fee
mediation  dispute by the California State Bar. She is certified to practice law
before the United States Supreme Court,  the federal courts and California state
courts.

James A. Trodden,  director. Mr. Trodden has practiced law for over forty years.
During his  career,  Mr.  Trodden has  represented  national  and  international
corporate  clients.  Over the past five years,  Mr.  Trodden has been engaged in
representing clients before the Securities and Exchange Commission, the National
Association of Securities Dealers and other federal and state agencies.

DENNIS H. JOHNSTON,  ESQ. serves as the Company's  Corporate  Secretary,  and is
also an independent director.  Mr. Johnston has more than 20 years of experience
as a practicing attorney  specializing in the representation of corporations and
financial  institutions.  He has assisted in organizing  and financing  numerous
private and publicly traded  companies and has handled mergers and  acquisitions
with a total value in excess of $3 billion. Mr. Johnston received  undergraduate
degrees in business  and  economics  from UCLA and a law degree with Dean's List
Honors  from Loyola  University  of Los  Angeles,  where he was an Editor of The
Loyola Law Review. He is a former partner at the nationally recognized law firms
of Manatt, Phelps, Rothenberg, & Tunney, and Wyman, Bautzer, Kuchel & Silbert.

The persons who are directors of the Company at March 31, 2005 are:

NAME
Robin Glanzl
James A. Trodden
Dennis H. Johnston

<PAGE>

Business Experience

The following is a brief account of the business  experience during at least the
past  five  years  of the  persons  designated  to be  directors  of the  Filer,
indicating the principal  occupation and employment  during that period by each,
and the name and  principal  business  of the  organizations  by which they were
employed.

Robin Glasnzl - See above.

James A. Trodden - See above.

Dennis H. Johnston - See above.


Compliance with Section 16(a) of the Exchange Act

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of the  registered  class of the Company's  equity  securities,
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
stockholders  are required by regulation to furnish to the Company copies of all
Section 16(a) forms they file.  The Company is unaware of any persons who failed
to file forms on a timely  basis  during the past two fiscal  years as  required
under Section 16(a)

Conflicts of Interest

Members of the Company's  management are associated with other firms involved in
a range of  business  activities.  Consequently,  there are  potential  inherent
conflicts of interest in their acting as officers and  directors of the Company.
Insofar as most of the  officers  and  directors  are engaged in other  business
activities,  management  anticipates it will devote substantially less than full
time to the Company's  affairs.  There can be no assurance that  management will
resolve all conflicts of interest in favor of the Company.

Audit Committee

We do not have an Audit Committee,  our board of directors during 2004 performed
some of the same functions of an Audit Committee,  such as:  recommending a firm
of  independent  certified  public  accountants  to audit the  annual  financial
statements;  reviewing  the  independent  auditors  independence,  the financial
statements and their audit report; and reviewing management's  administration of
the system of internal accounting controls.  The Company does not currently have
a written audit committee charter or similar document.

Code of Ethics

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote:

1.  Honest and ethical  conduct,  including  the  ethical  handling of actual or
apparent conflicts of interest between personal and professional  relationships;
2. Full, fair,  accurate,  timely and  understandable  disclosure in reports and
documents  that are filed with,  or submitted  to, the  Commission  and in other
public   communications  made  by  an  issuer;
3.  Compliance  with  applicable governmental  laws, rules and regulations;
4. The prompt  internal  reporting of violations  of the code to an  appropriate
person or persons identified in the code; and
5. Accountability for adherence to the code.

<PAGE>

We have not adopted a corporate  code of ethics  that  applies to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or persons  performing similar functions in that in the past we had
minimal operational activities and a limited staff.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our board
of  directors  performed  some of the  functions  associated  with a  Nominating
Committee.  We have elected not to have a Nominating  Committee in that we are a
development stage company with limited operations and resources.

ITEM 10- EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

In view of the  cash  shortages  experienced  by the  Company,  Ms.  Glanzl  was
compensated  during fiscal 2005 with payments less than $25,000.  Ms. Glanzl was
due as salary compensation in the amount of $10,000 per month commencing August,
2004. As an inducement to Ms. Glanzl joining the Company, the Board of Directors
granted her 200,000 shares of the Company's  restricted  stock and 75,000 shares
of free trading stock.

Mr. Trodden waived salary payments.


ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS

The following table sets forth, to our knowledge,  certain information regarding
the beneficial ownership of the common stock, and the address of such beneficial
owner,  as of March 31, 2005, for (i) each person known by the Company to be the
beneficial owner of 5% or more of the outstanding common stock, (ii) each of the
Company's  officers,  directors and consultants,  and (iii) all of the Company's
executive  officers,  directors,  consultants  and Principal  Stockholders  as a
group.  The notes  accompanying the information in the table below are necessary
for a complete understanding of the figures provided below. The number of common
shares  owned  includes  shares of common  stock  issuable  upon the exercise of
options that are currently exercisable or will become exercisable within 60 days
of the date of this filing.  For each  beneficial  owner,  officer,  director or
consultant, his or her percentage of shares outstanding is based upon 19,008,444
shares  outstanding as of March 31, 2004,  plus 865,000  additional  shares that
such  beneficial  owners have the right to acquire within 60 days of the date of
this Report (i.e., a total of 19,873,444).

<TABLE>
<CAPTION>

SHAREHOLDER NAME AND ADDRESS              RELATIONSHIP TO COMPANY         SHARES OWNED           PERCENTAGE OF SHARES OUTSTANDING
<S>                                       <C>                             <C>                    <C>
Infinicom Networks Inc.                   Shareholder                      125,930,892                         75%
5670 Wilshire Blvd, Ste. 2605
Los Angeles, CA
</TABLE>

ITEM 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On July 1, 2004 the Company  completed a transaction with InfiniCom  wherein the
Company issued  96,428,571  shares of restricted  common stock. In addition,  on
July 8, 2004, the Company issued an additional  19,285,714  shares of restricted
common  stock and on  November  12,  the  Company  issued  10,216,607  shares to
InfiniCom,  which  represents,  as of  this  filing  approximately  75%  or  the
Company's  issued and outstanding  shares.  Concurrent with the transaction with
InfiniCom, the Company executed a Services and Marketing Agreement and a Network
Carrier Agreement creating an outsourcing  relationship  between the Company and
InfiniCom wherein InfiniCom is operating our day to day operations.

Additionally,  as a result of the agreements with  InfiniCom,  the Company moved
its offices to offices  supplied by  InfiniCom  at not  additional  costs to the
Company.

<PAGE>

ITEM 13 - EXHIBITS AND REPORTS

(a) Exhibits filed with this annual report.


Exhibit No.  Description
------------ -----------

31.1         Section 302 Certification (CEO)
31.2         Section 302 Certification (CFO)
32.1         Section 906 Certification (CEO)
32.2         Section 906 Certification (CFO)



ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Jaspers  &  Hall  ("Jaspers")  is  the  Company's  principal  auditing
accountant  firm. The Company's  Board of Directors has  considered  whether the
provision  of  audit   services  is   compatible   with   maintaining   Jaspers'
independence.

The  Company's  Board  acts as the  audit  committee  and  had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2002 and 2003.

The auditors' full time employees performed all audit work.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Filer has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                  InfiniCall Corporation
Date: August 12, 2005             By: /s/ Robin Glanzl
                                      ----------------
                                  Robin Glanzl, President
                                  and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Filer and in the
capacities and on the dates indicated.


/s/ Robin Glanzl                                                 August 12, 2005
------------------------------------
Robin Glanzl, President and Director
                                                                 August 12, 2005
/s/ James A. Trodden
------------------------------------
James A. Trodden, Secretary & Interim Financial Offier