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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

For the quarterly period ended: December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-24408

INFINICALL CORPORATION
(f/k/a Fonefriend, Inc.)
(Exact name of small business issuer as specified in its
charter)

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






5900 Wilshire Blvd., Ste. 2350
Los Angeles, California 90036
(Address of Principal Executive Offices) (Zip Code)

(310) 289-2338
(Issuer's telephone number)

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
December 31, 2005 was 168,225,598 shares.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): Yes No X

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ITEM 1.
FINANCIAL STATEMENTS



JASPERS + HALL, PC

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9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099



REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



Board of Directors 
Infinicall Corporation
Los Angeles, CA



We have reviewed the accompanying balance sheet of Infinicall
Corporation as of December 31, 2005, and the related statements of operations
and cash flows for the three-months and nine-months ended December 31, 2005.
These financial statements are the responsibility of the Company's management.



We conducted our review in accordance with standards of the
Public Company Accounting Oversight Board (United States). The review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the consolidated financial statements taken as a whole. Accordingly,
we do not express such an opinion.



Based on our review, we are not aware of any material
modifications that should be made to the accompanying consolidated financial
statements for them to be in conformity with accounting principles generally
accepted in the United States.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3, conditions exist which raise 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 operation. Management's plans in regard
to these matters are described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



We have previously audited the financial statements for the
year ended March 31, 2005 and our report dated August 17, 2005 expressed an
unqualified opinion on those statements. We have not performed any auditing
procedures since that date. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 2005 is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.





Jaspers + Hall, PC
Denver, CO
November 18, 2005





1

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INFINICALL CORPORATION(FORMERLY FONEFRIEND, INC.)
   (A Development Stage Company)
   BALANCE SHEETSUnauditedDecember 31
   March 31,2005
   2005ASSETSCURRENT ASSETS:Cash and cash equivalents
   
   
   $ (12)
   $ 5,244PROPERTY AND EQUIPMENT, net
   
   6,622
   9,370TOTAL ASSETS
   
   
   
   $ 6,610
   $ 14,614LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable and accrued expenses
   $ 418,090
   $ 385,390Notes payable
   
   
   43,000
   43,000Notes payable related party
   
   500,000
   500,000Total current liabilities
   
   961,090
   928,390STOCKHOLDERS' DEFICITCommon stock, $0.001par value; 200,000,000 shares authorized;168,225,598 shares issued and outstanding
   168,226
   168,226Additional paid-in capital
   
   
   21,508,543
   21,508,543Accumulated deficit
   
   
   (22,631,249)
   (22,590,545)Total stockholders' deficit
   
   (954,480)
   (913,776)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
   $ 6,610
   $ 14,614See Accountants' Review Report


2

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INFINICALL CORPORATION(FORMERLY FONEFRIEND, INC.)
   (A Development Stage Company)
   STATEMENTS OF OPERATIONSCumulativefrom inceptionThree-month period ended
   Nine-month period ended
   (April 24, 2001) toDecember 31, 2005
   December 31, 2004
   December 31, 2005
   December 31, 2004
   31-Dec-05Net revenues
   $ -
   $ -
   $ -
   $ -
   $ -Operating expenses:General and administrative
   952
   98,785
   3,404
   772,216
   1,982,834Impairment of long-lived assets
   -
   2,756,649
   -
   14,070,934
   15,780,903Consulting expenses
   -
   616,511
   4,600
   1,482,848
   4,195,167Total Operating Expenses
   952
   3,471,945
   8,004
   16,325,998
   21,958,904Operating loss
   (952)
   (3,471,945)
   (8,004)
   (16,325,998)
   (21,958,904)Non-operating income (expense):Loss on settlement of debt
   
   
   
   (16,716)Interest expense
   (10,900)
   (38,480)
   (32,700)
   (53,798)
   (107,103)Litigation settlement
   -
   -
   -
   -
   (98,656)Total non-operating expense
   (10,900)
   (38,480)
   (32,700)
   (70,514)
   (205,759)Loss before income tax
   (11,852)
   (3,510,425)
   (40,704)
   (16,396,512)
   (22,164,663)Provision for income taxes
   -
   -
   -
   (800)
   (2,400)Net Loss
   (11,852)
   (3,510,425)
   (40,704)
   (16,397,312)
   (22,167,063)Dividend paid to preferred shareholders
   -
   -
   -
   -
   (464,186)Net loss applicable to common shareholders
   $ (11,852)
   $ (3,510,425)
   (40,704)
   (16,397,312)
   (22,631,249)Basic and diluted weighted average number of common stock
   outstanding *
   168,225,598
   153,702,595
   168,225,598
   104,198,313
   168,225,598Basic and diluted net loss per share for common stock
   (0.000)
   (0.023)
   (0.000)
   (0.157)
   (0.135)See Accountants' Review Report3


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|INFINICALL CORPORATION(FORMERLY FONEFRIEND, INC.)
   (A Development Stage Company)
   STATEMENTS OF CASH FLOWS
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|See Accountants' Review Report                                                                                

4

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INFINICALL CORPORATION 
(FORMERLY FONEFRIEND INC.) 
(A Development Stage Company) 
NOTES TO UNAUDITED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

NOTE 1 - DESCRIPTION OF BUSINESS & BASIS OF PRESENTATION

A. 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 is a development stage enterprise and has not realized any
revenue during its history. 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 Company changed its name from Fonefriend Inc. to Infinicall Corporation
in October 2004.

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 do not
include the footnotes required by generally accepted accounting principles for
complete financial statements. The audited financial statements for the year
ended March 31, 2005 were filed. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All adjustments
are of a normal recurring nature. Operating results for the three-month and
six-month periods ended December 31, 2005 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2006.

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.

Reclassifications

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

NOTE 2 COMMON STOCK

There was no stock issued during the three-month period ended December 31,
2005.

NOTE 3 - 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. The Company has not earned any revenues from operations. 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.

5

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ITEM 2. PLAN OF OPERATION

OVERVIEW

BACKGROUND

InfiniCall Corporation, f/k/a FoneFriend, Inc. ("InfiniCall" or the
"Company"), is a development stage company. 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, 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.BB". The
Company maintaines its corporate offices at 5900 Wilshire Blvd., Ste. 2350, 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.

BUSINESS OF THE COMPANY

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 (European and Asian) are
also included with unlimited time access as part of the monthly subscription
fee. The Company has grown to supplying services to more than 240,000
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.

OVERVIEW

The Company was a development stage company which had no revenues until it
acquired Voice over Internet Protocol customers as described below under the
caption "Infinicom Acquisition". The Company's primary business through June
2004 was to market an Internet telephony device called the "FoneFriend Device"
and related services to consumers and businesses worldwide. The Internet
telephony device was licensed from FoneFriend Systems, Inc. ("FSI") in April
2001.

6

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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 its
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.

Prior to the acquisition of the 60,000 VoIP customers, the Company 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
115,714,285. At December 31, 2005, there were 168,225,598. shares outstanding.

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 USD $15 per month, to the U.S., Canada,
most of Europe and certain countries in Asia.

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. Our services include the ability for call termination to points outside
the unlimited dialing area

REVENUES

We have not realized any revenues for the three months ended December 31,
2005. As has been explained in InfiniCall's most recent Form 10-K filed with the
Securities and Exchange Commission, the Company had pledged its accounts
receivables to a third party which had managed InfiniCall's customer base over
the last few months. The Company reported in a press release in October that it
had negotiated a substantial across the board decrease in its telephone rates.
While the third party continues to manage InfiniCall's accounts that are subject
to return to InfiniCall, the Company reported in November, 2005 that Gross
Billings for its most recent monthly cycle exceeded $6 million. The Company,
therefore, anticipated that annually Gross Billings will be approximately $70
million when the customer base is returned to InfiniCall.

The Gross Billings for the Company's most recent billing cycle have not been
received at this time from the third party company managing the accounts.

InfiniCall expects that it will undertake the management of its own accounts
during the second quarter of 2006.

EXPENSES

Expenses for the three months ended December 31, 2005 were $11,852.

We expect increases in expenses through the fiscal year ending March 31, 2006
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
December 31, 2005 was $11,852 versus a loss of $3,510,425 for the three months
ending December 31, 2005.

7

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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 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 $5,256 for the nine months ended December
31, 2005.

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 December 31, 2005, 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 December 31, 2005. Lastly, we have
significant present and future working capital demands, which will require
substantial equity and debt financing which 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.

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.

We intend to rely upon several unaffiliated, third party companies for
computer equipment and software, network services, component parts, 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 services 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 December 31,
2005, the closing price of our common stock ranged from $0.015 to $0.10 per
share.

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 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.

8

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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.

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, and (4) structure equity participation
arrangements with vendors and suppliers in exchange for their services.

We had cash on hand of (12.00) and a stockholders' deficit of $22, 631,249 as
of December 31, 2005. Our current working capital deficit is primarily due to
current obligations in accounts payable and accrued 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.

Demand for our planned services will be dependent on, among other things,
market acceptance of our, our ability to build consumer awareness and stimulate
consumer participation, 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 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 fourth quarter
in our internal controls.

9

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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

In December, 2005, the Company was named a Defendant in a lawsuit filed by
its former Chairman, Gary Rasmussen, the basis of which was a Promissory Note
executed in 2003 which Note evidenced indebtedness owed Mr. Rasmussen. In the event Mr.
Rasmussen prevails in his lawsuit, it will not adversely impact the Company.

In December 2005, the Company was named a defendant by its former President,
Ms. Jackelyn Giroux. In her lawsuit, Ms. Giroux made claim for money due her as
a result of an agreement in which she resigned in July, 2004. which Note
evidenced indebtedness owed Mr. Rasmussen. In the event Ms. Giroux, prevails in
her lawsuit, it will not adversely impact the Company.



ITEM 2. CHANGES IN SECURITIES

RECENT SALES OF SECURITIES

There were no sales or issuances of securities during the quarter ended
September 30, 2005.

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



|Exhibit No.
  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
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10

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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:
  February 17, 2006By: /s/ Robin GlanzlRobin Glanzl, President and Director
|---------------------------------------------------------------------------------







End of Filing

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