2

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

            [X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            [   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended:  September 30, 2004

                        Commission file number 000-24408

                             INFINICALL CORPORATION
                             ----------------------
        (Exact name of small business issuer as specified in its charter)

          DELAWARE                                  33-0611753
          --------                                  ----------
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)              Identification Number)

        8447 WILSHIRE BLVD., 5TH FLOOR
           BEVERLY HILLS, CALIFORNIA                  90211
          ---------------------------                 -----
      (Address of Principal Executive Offices)     (Zip Code)

                                 (323) 653-6110
                                 --------------
                (Issuer's telephone number, including area code)

     Check mark whether the issuer (1) filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the last 12
months (or for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.
                              Yes    X   No ____
                                  ------

     The  number  of  shares  of  Common Stock, $0.001 par value, outstanding on
September  30,  2004,  was  145,212,289  shares.

Transitional  Small  Business  Disclosure  Format  (check  one):

                                 Yes   No   X
                                          -----

The  Company  is required to have its consolidated financial statements reviewed
by  its independent accountants prior to filing.  As of the date of this report,
we  have  not  submitted our financial statements to our independent accountants
for  their  review.  We  will  file  an  amendment  to this Form 10-QSB when our
independent  accountants  complete  their  review of these financial statements.


ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                             INFINICALL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET



<S>                                                      <C>                   <C>
ASSETS                                                   SEPTEMBER 30, 2004    MARCH 31, 2004
-------------------------------------------------------  --------------------  ----------------
                                                              (UNAUDITED)         (AUDITED)
                                                         --------------------  ----------------

CURRENT ASSETS:
     Cash and cash equivalents. . . . . . . . . . . . .  $               496   $            94
     Inventory-equipment. . . . . . . . . . . . . . . .                6,000             6,000
                                                         --------------------  ----------------
          Total current assets. . . . . . . . . . . . .                6,496             6,094

PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . .               11,202            12,125

OTHER ASSETS
     Technology rights, FoneFriend license. . . . . . .              244,331           262,887
       net of amortization
     Customer Data Base . . . . . . . . . . . . . . . .           11,781,300             4,561
                                                         --------------------  ----------------
                                                         $        12,043,329   $       285,666
                                                         ====================  ================

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------------------------

CURRENT LIABILITIES:
     Accounts payable and Accrued Expenses. . . . . . .  $           307,106   $       364,204
     Consulting contract payable. . . . . . . . . . . .              140,900           105,000
     Loans from officer . . . . . . . . . . . . . . . .               15,000
     Note payable officer . . . . . . . . . . . . . . .               29,952            21,178
                                                         --------------------  ----------------
     Notes payable other. . . . . . . . . . . . . . . .            1,777,809
                                                         --------------------  ----------------

          Total current liabilities . . . . . . . . . .            2,255,767           505,382

Long Term Notes . . . . . . . . . . . . . . . . . . . .                    -            25,000
                                                         --------------------  ----------------
          Total Liabilities . . . . . . . . . . . . . .                    -           530,382

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value; 200,000,000 shares              145,562
authorized; 119,543,174 shares issued and outstanding .               17,758
     Additional paid-in capital . . . . . . . . . . . .           19,095,508         6,428,604
     Advance payment for customer data base . . . . . .           (1,928,571)                -
     Shares to be issued. . . . . . . . . . . . . . . .               10,217                 -
     Prepaid Consulting Expenses. . . . . . . . . . . .             (466,320)         (776,050)
     Accumulated deficit. . . . . . . . . . . . . . . .           (7,068,834)       (5,915,028)
                                                         --------------------  ----------------
          Total stockholders' deficit . . . . . . . . .            9,787,562          -244,716
                                                         --------------------  ----------------
                                                         $        12,043,329   $       285,666
                                                         ====================  ================

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>


<TABLE>
<CAPTION>


                             INFINICALL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<S>                                       <C>               <C>          <C>             <C>
                                                                          CUMULATIVE
                                                                         FROM INCEPTION  FOR THE
                                                                          (APRIL 24,     SIX MONTH
                                                  THREE MONTHS ENDED       2001) TO      PERIOD ENDED
                                                    SEPTEMBER 30,         SEPTEMBER 30,  SEPTEMBER 30,
                                                     2004         2003           2004    2004
                                          ----------------  -----------  -------------   -------------
NET REVENUES . . . . . . . . . . . . . .  $             -   $        -   $          -                -
                                          ----------------  -----------  -------------   -------------

OPERATING EXPENSES:
   General and administrative. . . . . .          133,996       74,344        423,837           94,236
   Impairment of investment. . . . . . .                -            -              -                -
   Impairment of intangible assets . . .                -            -              -                -
   Consulting expenses . . . . . . . . .          329,980      241,539        707,300          297,104
                                          ----------------  -----------  -------------   -------------
OPERATING LOSS . . . . . . . . . . . . .         (436,976)    (315,883)    (1,131,137)        (391,340)
                                          ----------------  -----------  -------------   -------------

Non-operating income (expense):
   Loss on settlement of debt. . . . . .                0            -         16,716                -
   Interest expense. . . . . . . . . . .            1,469            -          5,152                -
   Litigation settlement . . . . . . . .                -            -              -                -
                                          ----------------  -----------  -------------   -------------
Total non-operating expense. . . . . . .            1,469            0        -21,868         (391,340)
                                          ----------------  -----------  -------------   -------------

LOSS BEFORE INCOME TAX . . . . . . . . .         (462,507)    (315,883)    (1,153,005)        (391,340)

Provision for income taxes . . . . . . .                0            0            800                -
                                          ----------------  -----------  -------------   -------------

NET LOSS . . . . . . . . . . . . . . . .         (462,507)    (315,883)    (1,153,805)        (391,340)

DIVIDEND PAID TO PREFERRED SHAREHOLDERS.                0            0              0                0
                                          ----------------  -----------  -------------   -------------

NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS. . . . . . . . . . . . . .          (462,507)    (315,883)   ($1,153,805)        (391,340)
                                          ================  ===========  =============   =============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF COMMON STOCK OUTSTANDING *. .      139,251,213    8,926,000    80,142,992         8,926,000
                                          ================  ===========  =============   =============

BASIC AND DILUTED NET LOSS PER SHARE FOR
COMMON STOCK . . . . . . . . . . . . . .           ($.03)       ($.01)          ($.01)           ($.01)
                                          ================  ===========  =============   =============
<FN>

*  Weighted  average number of shares used to compute basic and diluted loss per
share  is  the  same  since  the effect of dilutive securities is anti-dilutive.

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>

<TABLE>
<CAPTION>


                                           INFINICALL CORPORATION
                                       (A DEVELOPMENT STAGE COMPANY)
                                          STATEMENTS OF CASH FLOWS


<S>                                                                        <C>                   <C>



                                                                                    THREE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                       2004        2003
CASH FLOWS FROM OPERATING ACTIVITIES:
     Loss from development stage operation. . . . . . . . . . . . . . . .  $        (1,153,805)  $(391,340)
     Adjustments to loss from development stage operations:
          Shares issued for consulting services & prepaid expense . . . .                    -
          Shares issued for legal settlement. . . . . . . . . . . . . . .                    -
          Shares issued for legal fees. . . . . . . . . . . . . . . . . .                    -
          Shares issued for interest expense
          Loss on settlement of debt
          Shares issued for dividends to preferred shareholders . . . . .                    -           -
          Write off of inventory. . . . . . . . . . . . . . . . . . . . .                    -           -
          Capitalized development costs . . . . . . . . . . . . . . . . .                    -           -
          Impairment of capitalized development costs . . . . . . . . . .                    -           -
          Impairment of investment. . . . . . . . . . . . . . . . . . . .                    -           -
          Depreciation and Amortization Expense . . . . . . . . . . . . .               19,479       1,746
          (Increase) in loan discount
           (Increase)/Decrease in Prepaid Expenses. . . . . . . . . . . .                    -     102,750
          Purchase of inventory equipment . . . . . . . . . . . . . . . .                    -        (400)
          Increase in Deposits. . . . . . . . . . . . . . . . . . . . . .                4,561           -
          Increase in accounts payable. . . . . . . . . . . . . . . . . .              (57,106)     27,617
          Litigation settlement payable . . . . . . . . . . . . . . . . .                    -      20,000
         Increase in consulting contract payable. . . . . . . . . . . . .              140,900     163,500
          Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -     (14,518)
                                                                           --------------------  ----------
               Net cash provided (used) by development stage operations .           (1,045,971)    (90,822)
                                                                           --------------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of furniture and equipment, net of depreciation. . . .                    -           -
          Purchase of technology license from FoneFriend System, Inc. . .                    -           -
          Addition to investment - Stock of FoneFriend System . . . . . .                    -           -
          Payment to universal broadband. . . . . . . . . . . . . . . . .                    -           -
          Advances towards the acquisition of customer list . . . . . . .          (11,781,300)          -
                                                                           --------------------  ----------
          Net cash used in investing activities . . . . . . . . . . . . .          (11,781,300)          -
                                                                           --------------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from loans payable . . . . . . . . . . . . . . . . . .                    -
         Common stock and paid-in-capital . . . . . . . . . . . . . . . .           12,804,931      80,000
          Loan from officers and others . . . . . . . . . . . . . . . . .            1,641,583       1,300
                                                                           --------------------  ----------
          Advance payment for customer data base. . . . . . . . . . . . .           (1,928,571)
                                                                           --------------------  ----------
          Prepaid consulting expenses . . . . . . . . . . . . . . . . . .              309,730
           Net cash provided by financing activities. . . . . . . . . . .           12,827,673      81,300
Net Increase (decrease) in cash & cash equivalents. . . . . . . . . . . .                  402      (9,522)
CASH & CASH EQUIVALENTS, BEGINNING BALANCE. . . . . . . . . . . . . . . .                   94      20,378
                                                                           --------------------  ----------
CASH & CASH EQUIVALENTS, ENDING BALANCE . . . . . . . . . . . . . . . . .  $               496   $  10,856
                                                                           ====================  ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>

                             INFINICALL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


..NOTE  1  -  DESCRIPTION  OF  BUSINESS  &  BASIS  OF  PRESENTATION

A.     Description  of  business

InfiniCall  Corporation ("InfiniCall" or the "Company") was incorporated in June
of  1992,  under  the  name of Picomatrix.  The Company went through a series of
corporate  changes  and  ultimately  changed  its  name  to  Universal Broadband
Networks as a public company ("UBN").  UBN went into Chapter 11 in October 2000.
The  Company reorganized with FoneFriend, Inc., a Nevada corporation on November
20,  2002.  FoneFriend  changed  its name to InfiniCall after InfiniCom Networks
acquired  an  82% equity interest in the Company as a consideration for the sale
of  60,000  VoIP (Voice over Internet Protocol) customers to the Company on July
1,  2004.

The  Company is a development stage enterprise and had not generated any revenue
during  its history until it was acquired by InfiniCom Networks on July 1, 2004.
The  primary business of the Company is Internet Telephony. The Company provides
Voice  over  Internet  Protocol  (VoIP)  communications  and related services to
customers  worldwide  for  a  low  monthly  fee  of  about  $15.00.

B.     Basis  of  Presentation

The  accompanying  unaudited  interim financial statements have been prepared in
accordance  with  the  rules  and  regulations  of  the  Securities and Exchange
Commission  for  the presentation of interim financial information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.  The  audited financial statements for the year ended March 31, 2004
were  filed on July 16, 2004 with the Securities and Exchange Commission and are
hereby incorporated by reference.  In the opinion of management, all adjustments
considered  necessary  for  a  fair  presentation have been included.  Operating
results  for the three-month period ended September 30, 2004 are not necessarily
indicative  of  the  results  that may be expected for the year ending March 31,
2005.

Significant  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.

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 dilative 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.

Issuance  of  Shares  for  Customers

The  Company  issued  shares  of  its  common  stock  to  InfiniCom  as partial
consideration  for 60,000 VoIP customers.


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 to the current
year's  presentation.

Recent  Pronouncements

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
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.

NOTE  2  -  DEPRECIATION  AND  AMORTIZATION

Property  and  equipment are stated at cost. Property and equipment at September
30,  2004  consists  of  the  following:

<TABLE>
<CAPTION>

<S>                             <C>
Furniture and office equipment  $18,745
Accumulated depreciation . . .    7,493
Total. . . . . . . . . . . . .  $11,252
                                -------
</TABLE>



Note  3  -  INTANGIBLE  ASSETS

Net  intangible  assets  at  September  30,  2004  were  as  follows:
<TABLE>
<CAPTION>

<S>                            <C>
License . . . . . . . . . . .  $300,000
                               =========
Less Accumulated amortization   (46,391)
                               ---------
                               $253,609
                               ---------
</TABLE>


Amortization  expenses  for  the  Company's intangible assets over the next five
twelve-month  periods  are  estimated  to  be:

<TABLE>
<CAPTION>

<S>         <C>
2005 . . .  $ 37,113
2006 . . .    37,113
2007 . . .    37,113
2008 . . .    37,113
2009 . . .    37,113
Thereafter    68,044
            --------
Total. . .  $253,609
            ========
</TABLE>



NOTE  4  -  NOTE  PAYABLE-OFFICER

The note from the officer of the Company is due on demand. The note is unsecured
and  bears  the  annual  interest  rates of 10% on the unpaid principal balance.
Interest  on  this  note for the period ended June 30, 2004 amounted to $ 3,008.




NOTE  5  -  NOTE  PAYABLE-OTHERS

Notes  payable  -others  are  comprised  of  the  following:

<TABLE>
<CAPTION>



<S>                                                                <C>

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

</TABLE>


Interest on these notes for the period ended June 30, 2004, and 2003 was $ 3,683
and  $0,  respectively. The amortization of loan discount for those loans issued
at less than face value for the period ended June 30, 2004, and 2003 amounted to
$20,517  and  $0,  respectively.

NOTE  6  -  COMMON  STOCK

During  the quarterly period ended September 30, 2004, the Company issued common
stock  for  various  services  to  following  parties:

The  Company  issued  275,000  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 $19,250. Included in above, 275,000 shares were issued
to  officers  of  the  Company  valued  at  $19,250.

NOTE  7  -  GOING  CONCERN

The Company's consolidated 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  $7,068,834  at
September  30,  2004. The Company incurred net losses of $1,153,805 and $391,340
for the periods ended September 30, 2004 and 2003, respectively.  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  8  -  SUBSEQUENT  EVENTS

On  July  2,  2004,  the  Company entered into Asset Purchase Agreement with YAP
International,  Inc.  The  Agreement  provides  for the sale of right, title and
interest in Technology License Agreement with FoneFriend Systems, Inc. (FSI) and
other  tangible  and  intangible property used in connection with or relating to
the  sold  assets,  including, without limitation, the goodwill of the Purchased
Assets  as  a  going  concern,  inventory of FoneFriend "beta" devices, Internet
servers  and  related  equipment and software and 225,000 shares of FSI. On July
16, 2004, the Company received 5,416,151shares of Yap's common stock, subject to
restrictions  under  Rule  144  of the Securities Act of 1933, as consideration.

As  set  forth  in  the  Company's  Form  8-K dated October 28, 2004, on Monday,
October  25,  2004,  Registrant received a letter ("Yap Letter") from Patrick M.
Passenheim,  Esq.,  counsel  to  Yap  International  Corporation  ("Yap")  which
purported  to  rescind  the  Asset  Purchase  Agreement dated as of July 2, 2004
between  Registrant  and Yap ("Purchase Agreement") referred to in the preceding
paragraph.  The  Purchase  Agreement  transferred  to  Yap  certain tangible and
intangible assets of Registrant relating to the FoneFriend" product and services
("Purchased  Assets")  in  exchange  for shares of the common stock of Yap ("Yap
Shares").  The  Yap  Letter  did  not specifically rescind any of the collateral
documents which were signed by the parties at the closing of the Yap transaction
nor  did  Yap  return any of the Purchased Assets to Registrant.  The Yap shares
delivered  to Registrant at the closing were returned to Yap for re-distribution
in  the  names  of  certain of Registrant's shareholders.  Registrant thereafter
advised  Yap to return the Yap Shares to it.  Registrant's Board of Directors is
reviewing  the  Yap  Letter  with  counsel  and  others  and will decide upon an
appropriate  response  to  the  Yap  Letter  within  the  near  future.




<PAGE>
                           FORWARD-LOOKING STATEMENTS

This  document  contains  "forward-looking statements" within the meaning of the
Private  Securities  Litigation  Reform  Act of 1995.  All statements other than
statements  of  historical fact are "forward-looking statements" for purposes of
federal  and  state  securities  laws,  including,  but  not  limited  to,  any
projections of earnings, revenue or other financial items; any statements of the
plans,  strategies  and  objections  of  management  for  future operations; any
statements  concerning  proposed  new  services  or developments; any statements
regarding  future  economic conditions or performance; any statements or belief;
and  any  statements  of  assumptions  underlying  any  of  the  foregoing.

Forward-looking  statements  may  include  the  words  "may,"  "could,"  "will,"
"estimate,"  "intend,"  "continue," "believe," "expect" or "anticipate" or other
similar  words.  These  forward-looking  statements  present  our  estimates and
assumptions  only  as  of  the  date  of  this  report.  Except  for our ongoing
securities  laws,  we  do not intend, and undertake no obligation, to update any
forward-looking  statement.

Although  we  believe  that  the  expectations  reflected  in  any  of  our
forward-looking  statements  are  reasonable,  actual  results  could  differ
materially  from  those  projected  or  assumed  in  any  or our forward-looking
statements.  Our  future  financial condition and results of operations, as well
as  any forward-looking statements, are subject to change and inherent risks and
uncertainties.  The factors impacting these risks and uncertainties include, but
are  not  limited  to:

-     our  current  lack  of  working  capital;
-     increased  competitive  pressures  from  existing  competitors  and  new
      entrants;
-     increases  in  interest  rates or our cost of borrowing or a default under
      any  material  debt  agreements;
-     deterioration  in  general  or  regional  economic  conditions;
-     adverse  state  or  federal  legislation  or regulation that increases the
      costs of  compliance,  or  adverse findings by a regulator with respect to
      existing  operations;
-     loss  of  customers  or  sales  weakness;
-     inability  to  achieve  future  sales  levels  or other operating results;
-     the  unavailability  of  funds  for  capital  expenditures;  and
-     operational  inefficiencies  in  distribution  or  other  systems.

For  a  detailed  description of these and other factors that could cause actual
results  to  differ  materially  from  those  expressed  in  any forward-looking
statement,  please  see  "Factors That May Affect Our Plan of Operation" in this
document  and  "Risk  Factors"  in our Annual Report on Form 10-KSB for the year
ended  March  31,  2004  and  SB-2  filed  on  March  1,  2004.


ITEM  2.  PLAN  OF  OPERATION

OVERVIEW

Background
----------

We  were  originally  incorporated in 1992 in Delaware under the name Picometrix
Inc, and soon thereafter became a publicly traded company.  In 1997, Picometrix,
Inc.  merged with another business and changed its name to IJNT.Net, and finally
to  Universal Broadband Networks, Inc. ("UBN").   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 as of June 12, 2002 (and subsequently approved by
the Bankruptcy Court), between FoneFriend, Inc., a Nevada corporation founded in
April,  2001  ("FoneFriend  Nevada") and UBN 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 FoneFriend, Inc.  On October , 2004, FoneFriend's name was
changed  to  Infinicall  Corporation.

OVERVIEW

We  are  a  development  stage  company which currently has no revenues until we
acquired  Voice  over  Internet  Protocol customers as described below under the
caption  "Infinicall  Corporation"  below.  Our primary business for Fiscal 2004
through  June  2004  was  to  market  an  Internet  telephony  device called the
"FoneFriend"  and  related  services  to consumers and businesses worldwide. The
Internet  telephony device was licensed from FoneFriend Systems, Inc. ("FSI") in
April  2001.  On  July  2,  2004, subsequent to our year-end, we entered into an
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 Monday, October 25,
2004,  Registrant  received  a letter ("Yap Letter") from Patrick M. Passenheim,
Esq.,  counsel  to  Yap  International  Corporation  ("Yap")  which purported to
rescind  that  certain Asset Purchase Agreement dated as of July 2, 2004 between
Registrant  and  Yap ("Purchase Agreement").  The Purchase Agreement transferred
to  Yap  certain  tangible  and  intangible assets of Registrant relating to the
FoneFriend"  product and services ("Purchased Assets") in exchange for shares of
the  common  stock  of  Yap ("Yap Shares").  The Yap Letter did not specifically
rescind  any of the collateral documents which were signed by the parties at the
closing of the Yap transaction nor did Yap return any of the Purchased Assets to
Registrant.  The Yap shares delivered to Registrant at the closing were returned
to Yap for re-distribution in the names of certain of Registrant's shareholders.
Registrant  thereafter advised Yap to return the Yap Shares to it.  Registrant's
Board  of Directors is reviewing the Yap Letter with counsel and others and will
decide  upon  an  appropriate response to the Yap Letter within the near future.


INFINICOM  ACQUISITION

On  July  1,  2004,  we  completed the acquisition of 50,000 Voice over Internet
Protocol  ("VoIP")  customers  from  InfiniCom  Networks,  Inc.,  a  California
corporation,  ("InfiniCom")  whereby  we  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,  we  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.

Prior  to  the  acquisition  of  the 60,000 VoIP customers, we had approximately
23,114,603 common shares issued and outstanding. As a result of the acquisition,
our  total  shares of common stock outstanding increased to 138,828,888 (on July
8,  2004),  of  which  InfiniCom  controls  83.35%.  InfiniCom is 100% owned and
controlled by Sean McCann.  At September 30, 2004, there were 145,212,289 shares
outstanding.

As  a  result  of Mr. McCann's sole ownership of InfiniCom, his share control of
FoneFriend  and InfiniCom's agreements, we are solely dependent upon Mr. McCann,
who  is  not  an  officer,  director  or  employee  of  FoneFriend.

OUR  NEW  PLAN  OF  OPERATION

As  a  result of the InfiniCom transaction we have revised our plan of operation
to  focus  on  the  VoIP  customers  acquired  from  InfiniCom.

We  will  acquire  our  customers  by  direct  marketing,  virtual 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  us  without  compensating  revenues.

An  example  of  one  such performance based marketing agreement we have entered
into  is the Agreement with InfiniCom. InfiniCom agreed to supply subscribers at
a  cost  of  $150  each.  Annual revenue from each subscriber is $180 under this
arrangement,  after  payment  to  InfiniCom,  under  our  servicing  agreement
guarantees  that  we  will receive a minimum of  10% of the subscriber revenues,
and  we  estimate  that  we  will  receive  approximately  15% of the subscriber
revenues,  or  greater,  depending  on  the  number  of  subscribers.  InfiniCom
warrants  that  it  will  replace  the customer if any particular customer drops
service  with us prior to 52 weeks from the date that the 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 the U.S., Canada,
most  of  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 long-term service
agreement.  Alternatively,  we  may  offer  such  product  at  a charge to those
customers  who  use  our  service  on  a  month-to-month  basis.

Through  InfiniCom  as  our agent, we bill and collect money for services at the
time  the  service  is offered directly from a subscriber's credit card or check
card.   Since  our  services  include the ability for call termination to points
outside  the  unlimited  dialing  area,  we  hold a $50 pending authorization as
security.  The  pending  authorization is separate from the monthly service fees
charged  and  collected.  Any  additional  charges are settled using the pending
authorization.  If there are no additional charges, the pending authorization is
released  at  the  end  of  the  subscribers  billing  cycle.

We  currently  have  a  $3,000,000 facility with Dutchess Private Equities Fund,
L.P.  that may be used for a combination of future customer acquisition, network
build-out  and  corporate  development.  This  facility  is satisfactory for our
current  plans.  See  "Need  for  Additional  Financing"  below.

REGARDING  THE  DISPOSITION  OF  FONEFRIEND  TECHNOLOGY  RELATED  ASSETS:

Management  evaluated  the potential yield from commercializing the "FoneFriend"
technology,  versus  the  projected  costs  of  $2  to  $3  million to build the
FoneFriend  infrastructure  and  implement  a  marketing  campaign  to  attract
customers. Management concluded that our financial and personnel resources would
be  better  spent  on marketing the new technology and services to the customers
being acquired from InfiniCom.  See Note 8 to the Company's Financial Statements
for  additional  information  regarding  the  sale  and  subsequent  attempted
rescission  thereof,  of  the  FoneFriend  technology.

RESULTS  OF  OPERATIONS.

Three  month  period  ending  September  30,  2004  and  September  30,  2003:

We  had  revenues  in  the  three  months  ended September 30, 2004. Further, we
incurred  operating  expenses  of $1,131,137 in three months ended September 30,
2004 compared to $391,340 in the three months ended September 30, 2004.  The net
loss  was  $1,153,805  in  the three months ended September 30, 2004 compared to
$391,340  in  the  three  months  ended  September  30,  2003.

The losses can be expected to continue until we are able to generate revenues in
excess  of expenses from our recently acquired subscriber base, which sufficient
revenues  are  anticipated  to  commence  during  the  next  quarter.

REVENUES

Since  inception  of  our  current  business, we have not generated any revenues
through  June  30,  2004  and  $  for the three months ended September 30, 2004.
Subsequent  to  June 30, 2004, as a result of the July InfiniCom transaction, we
have  started to generate revenues.  Specifically, we acquired 60,000 customers,
which  should  generate  gross  revenues  of  $15  per  customer,  per month, or
$900,000,  of  which  we  anticipate  retaining  approximately  $130,000  of net
proceeds  after  payment  to  InfiniCom  under  our  servicing agreement.  As of
September  30,  2004,  we  have  not  received  revenues  from this transaction.

EXPENSES

Expenses  for the three months ended September 30, 2004 and 2003 were $1,131,137
and  $391,340,  respectively,  an increase of $739,797. The increase in expenses
was  primarily  attributable  to consulting fees, which were paid for by issuing
shares of our common stock in exchange for services.  Additionally, we wrote off
our  investment  in  the  stock  of  FoneFriend  Systems, Inc. incurring further
expense  of  $150,000.  This  write-off  was  reversed  in  October,  2004.

We expect increases in expenses through the fiscal year ending March 30, 2005 as
we  move  towards implementing our plan of operation.  We expect the increase to
be  primarily  in marketing related expenses, such as advertising and consulting
fees,  and  additional  salary expense as we increase our personnel commensurate
with  the  growth  of  our  operations.

INCOME/LOSSES

Net  loss  attributable  to  common  stockholders  for  the  three  months ended
September 30, 2004 was $1,153,805 versus a loss of $391,340 for the three months
ended  September  30,  2003, an increase of $762,465. The increase was primarily
attributable  to  increased  consulting expenses, which were paid for by issuing
shares of our common stock, and the write down in value of our investment in the
stock  of  FoneFriend  Systems,  Inc.,  which write down was reversed in October
2004.

IMPACT  OF  INFLATION

We  believe  that  inflation  has  not  had  a negative impact on our results of
operations  since  inception.  Until  we  are able to sell products and generate
revenue we will be unable to pass on inflationary increases in our expenses from
Development  Stage  Operations  through  increases  in  revenue.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  flows  used  in  operations  were  $(1,045,971) for the three months ended
September  30,  2004,  versus cash flows used in operations of $(90,822) for the
three  months  ended  September  30,  2003.
Net  cash  flows provided by financing activities were $12,827,673 for the three
months  ended  September  30, 2004, versus $81,300 during the three months ended
June  30,  2003.

FACTORS  THAT  MAY  AFFECT  OUR  PLAN  OF  OPERATION

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING  CONCERN.

Our  consolidated  financial  statements  have  been  prepared  assuming we will
continue  as  a going concern. During the three months ended September 30, 2004,
we  experienced  a  net  loss  from  development stage operations were negative.
During the three months ended September 30, 2004, we experienced a net loss from
development  stage  operations  of and had negative cash flows.  In addition, we
had  substantial  shareholders'  equity  operating deficits for the three months
ended  September  30, 2004 and September 30, 2004, respectively. Lastly, we have
significant  present  and  future  working  capital  demands, which will require
substantial  equity  and  debt financing which, with the exception of the Equity
Line  of  Credit  with Dutchess, have not yet been secured. These factors, among
others,  raise  substantial  doubt  about  our  ability  to  continue as a going
concern. Our independent auditors have also expressed doubt as to our ability to
continue  as  a  going  concern.  The consolidated financial statements included
elsewhere  herein  do  not  include  any  adjustments that might result from the
outcome  of  this  uncertainty.

There  can  be  no assurances that we will be able to successfully implement our
plans,  including  generating  profitable  operations,  generating positive cash
flows  from  operations  and  obtaining  additional  capital to meet present and
future  working  capital  demands.

The  technology  that  allows  voice  communications over the Internet is in its
infancy,  and the quality of Internet telephone calls needs improvement. Callers
could  experience  delays,  errors  in  transmissions  or other interruptions in
service,  all  of  which could negatively impact our future revenues, reputation
and  brand.

Our  future  performance  will  depend,  in  part,  on  our  ability  to provide
discounted domestic international long distance communications services with the
cost  savings  of  carrying  voice  traffic  over  the  Internet, as compared to
carrying  calls  over  traditional  long  distance  networks.  The price of long
distance  calls  may  decline  to  a  point  where we no longer have such a cost
advantage,  which  will  be  detrimental  to  our  business  prospects.

We  intend to rely upon several unaffiliated, third party companies for computer
equipment  and  software,  network  services,  component  parts,  manufacturing,
systems  integration  and  operational aspects of our business. Our inability to
maintain  relationships  with,  or the loss of one or more of these unaffiliated
companies,  or  the  failure  of  their  subcontractors or suppliers to meet our
operational  requirements  may  force us to reduce or eliminate expenditures for
developing  our  infrastructure,  research  and  development,  marketing  of our
product  or otherwise curtail or discontinue operations, all of which may have a
material  adverse  effect  on  our  business, financial condition and results of
operation.

Our common stock price has been or may continue to be volatile and investors may
find  it  difficult  to  sell  their  shares  for  a  profit.

-     The  trading  price of our common stock has been and is likely to continue
to be highly volatile. For example, during the 52-week period ended November 12,
2004,  the  closing  price  of  our  common stock ranged from $0.04 to $0.43 per
share.

Existing  stockholders  will  experience  significant  dilution from our sale of
shares  to  Dutchess.

Because  our common stock is deemed a low-priced "Penny" stock, an investment in
our  common  stock  should  be considered high risk and subject to marketability
restrictions.

Our  agreements  with  InfiniCom,  along  with  its  patents,  service  marks,
trademarks,  trade secrets and other intellectual property rights are crucial to
our  success. If InfiniCom defaults on its obligations under its agreements with
us,  we  may  not  succeed  or  be  forced to find an alternative Internet voice
transmission  technology,  which  may  be  cost  prohibitive.

The  FCC  and state regulations may limit the services we can offer and restrict
our  intended  operation  and  development  of  our  business.

Internet  telephony  is at an early stage of development, and it is difficult to
predict  the  size  of  this  market  and  its  growth rate. We believe that our
intended  business  will  not grow without increased use of the Internet. Demand
and  market  acceptance  for  recently introduced products and services over the
Internet  are  still  uncertain.  The  Internet  may  not  prove  to be a viable
commercial  marketplace  for  a  number of reasons, any of which could adversely
affect  our  business.

The  Liquidating  Trustee under the plan of reorganization and subsequent merger
of FoneFriend, Inc. with Universal Broadband, Inc. may have the right to require
us  to redeem their 5% stockholder interest in the Company at its option, at any
time, for $3.0 million. Such redemption may have a material adverse effect on us
and  force  us  to  seek protection under the bankruptcy laws. Additionally, the
liquidating  trustee  may be entitled to receive additional stock pursuant to an
anti-dilution  clause  contained  in  the  plan  of  reorganization. The Company
intends  to  issue  the Liquidating Trustee additional shares of common stock in
full  payment  of  such  anti-dilution  clause.

We  are highly dependent upon Sean McCaan and his abilities to operate InfiniCom

As  a result of our agreements with InfiniCom, and the ownership by InfiniCom of
approximately  83.35%  of our common restricted stock, and the ownership of 100%
of  InfiniCom  by  Sean  McCaan,  we are highly dependent upon InfiniCom and Mr.
McCaan  to  properly  serve  our  customers  and  produce  our  revenues.

NEED  FOR  ADDITIONAL  FINANCING

On  February  25,  2004, the Company entered into an agreement, (the "Investment
Agreement")  with  Dutchess  Private  Equities  Fund,  L.P.,  a Delaware limited
partnership  ("Dutchess")  whereby  the  Company  can place a put to Dutchess to
acquire  the  common stock of the Company at a discount to market, for a sum not
exceeding  $3,000,000.  Under  the terms of the Investment Agreement the Company
filed  a  Registration  Statement  with  the Securities and Exchange Commission,
which registration has been deemed effective.  See the Company's Form 10-KSB for
the  fiscal  year  ended  March 31, 2004.  On May 18, 2004, the Company borrowed
$118,000  from Dutchess Private Equities Fund, II, L.P.  The note was a discount
note which resulted in net proceeds of $100,000.  The note was due on August 31,
1004  and has been paid in full.  In addition, the Company had to pay $10,000 in
legal  fees  for  the  preparation  of  the  documentation for this transaction.

On  June  4,  2004, the Company borrowed $305,000 from Dutchess Private Equities
Fund,  II,  L.P.  The note was a discount note which resulted in net proceeds of
$260,000.  The  Note was due on September 1, 2004, and has been paid in full. In
addition, the Company had to pay $7,500 in legal fees for the preparation of the
documentation  for this transaction.  The Company issued Dutchess 100,000 shares
of  restricted  common  stock.  The  Company  entered  into  a 90-day consulting
agreement  with  Dutchess  Advisors,  LLC,  wherein  they issued their principal
200,000  shares  of  common  stock  registered  on  Form  S-8.

On  June  8, 2004, the Company issued to Compass Capital 1,631,659 shares of its
common  stock registered under a SB-2 Registration as conversion of a promissory
note  in  the  principal  amount  of $100,000, together with interest of $7,500.

On  June  14,  2004,  The  Company  exercised a put to Dutchess ("Dutchess") for
129,500  SB-2  shares  of  common  stock  from  which the Company netted $5,519.

GOING  CONCERN  OPINION

As shown in our accompanying financial statements, our independent auditors have
stated  that  our  losses from initial startup costs and our lack of substantial
capital  raise  doubt  about  our  ability  to  continue as a going concern. The
ability  of our Company to continue as a going concern is dependent on obtaining
new  capital,  developing  our  operations,  implementing  our  marketing  plan,
building  our  infrastructure, containing our costs and generating revenues from
the  sale  of  our  product  and  services.  Management intends to undertake the
following  to  address  these issues: (1) endeavor to obtain equity funding from
new  investors to alleviate our capital deficiency, (2) obtain debt funding from
new  investors  to  alleviate  our capital deficiency, (3) seek vendor financing
programs  for  equipment  and  services,  (4)  pursue  letters  of  credit  for
manufacturing, (5) implement leasing arrangements to finance the cost of placing
our  product  in the market, and (6) structure equity participation arrangements
with  vendors  and  suppliers  in  exchange  for  their  services.

We  estimate  we will need approximately $2,000,000 in additional capital during
the  next  12  months  to  cover overhead and develop our business. Our Dutchess
equity  line  of  credit,  combined  with  possible debt or equity financing, is
intended  to  address  our  capital  requirements.  If  we develop revenues from
operations during 2004 and early 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 September 30,
2004, with a series of debt and equity transactions, including an Equity Line of
Credit  with  Dutchess. 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.

We  had  cash  on hand of $496 and a stockholders' deficit of $(7,068,834) as of
September  30,  2004.  We  had  cash on hand of $94 and stockholders' deficit of
$5,915,028 as of June 30, 2004. Our current working capital deficit is primarily
due  to  current obligations in accounts payable and accrued consulting expense.
We  can not yet, and may never be able to, rely on the existence of revenue from
our  business,  however,  we  have no current or projected capital reserves that
will  sustain  our business for any length of time. In addition, there can be no
assurance  additional  capital in the future will be available to us when needed
or  available  on  terms  favorable  to  us.

On  a  long-term  basis,  liquidity  is  dependent on continuation of successful
financing  activities.  The funds raised from this offering will also be used to
market  our  product  as  well  as  expand  operations and contribute to working
capital.  However,  there  can  be  no  assurance  we  will  be  able  to obtain
additional  equity or debt financing in the future, if at all.  If we are unable
to raise additional capital, our growth potential will be adversely affected and
we will have to significantly modify our plans. For example, if we are unable to
raise  sufficient  capital  to  develop  our  business  plan,  we  may  need to:

-     Curtail  our  intended  product  launch
-     Forego  or  postpone  marketing  expenditures
-     Limit  our  future  marketing  efforts  to  areas  we  believe
      would  be  the  most  efficient  and  profitable.
-     Outsource  goods  and  services  as  much  as  possible.

Demand  for our planned product and current services will be dependent on, among
other  things,  market  acceptance  of  our product and services, our ability to
build  consumer  awareness  and  stimulate  consumer  purchases,  the  Internet
telephony  market  in general, and general economic conditions, all of which are
cyclical  in  nature.  Overall,  our success will be dependent upon implementing
our  plan  of  operation  in an efficient and timely fashion, managing the risks
associated  with  our  business,  contain our expenses and generate revenues and
profits  from  the  sale  of  our  product  and  related  services.

ITEM  3.  CONTROLS  AND  PROCEDURES

We  are  a  development  stage  company  with  no revenues and during the period
covered  by this quarterly report, 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,
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. However, as a result of our agreement
with InfiniCom we anticipate enhancements in our third and fourth quarter in our
internal  controls.

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

PART  II--OTHER  INFORMATION

ITEM  1.      LEGAL  PROCEEDINGS

     None

ITEM  2.  CHANGES  IN  SECURITIES

RECENT  SALES  OF  SECURITIES

On  July  1, 2004, the Company issued 96,428,571 shares of its restricted common
stock  to  InfiniCom  Networks,  Inc.  in  exchange  for  50,000 VoIP customers.

On  July  8, 2004 and October 20, 3004, the Company issued 19,285,714 and 12,714
shares  of  its  restricted  common stock to InfiniCom Networks, Inc. as partial
compensation  for  the  purchase  of  an  aggregate  of  22,714  VoIP customers.


ITEM  3.      DEFAULTS  BY  THE  COMPANY  UPON  ITS  SENIOR  SECURITIES

     None

ITEM  4.      SUBMISSION  OF  MATTER  TO  A  VOTE  OF  SECURITY  HOLDERS

None

ITEM  5.      OTHER  INFORMATION

SUBSEQUENT  TO  QUARTER  END
----------------------------

None

ITEM  6.      EXHIBITS  AND  REPORTS  OF  FORM  8-K

(a)     Exhibits
        --------

31.1*     Certification  of  Robin  Glanzl  pursuant  to  Section  302  of  the
Sarbanes-Oxley  Act
31.2*     Certification  of  James. A Trodden pursuant to Section  302  of  the
Sarbanes-Oxley  Act
32.1*     Certification  of  Robin  Glanzl  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act
32.2*     Certification  of  James A. Trodden pursuant to Section  906  of  the
Sarbanes-Oxley  Act

*     Filed  herewith

(b)     Form  8-K  subsequent  to  Quarter  End
        ---------------------------------------

     8-K  Report  filed  on  August  31,  2004.


<PAGE>
                                   SIGNATURES


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


     INFINICALL  CORPORATION


By:  /s/ Robin Glanzl
         Robin  Glanzl,  President
Date:  November  22,  2004