UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                   FORM 10-QSB
                             ______________________

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                         COMMISSION FILE NUMBER 0-24408


                                FONEFRIEND, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


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


                           2722 Loker Avenue, Suite G
                               Carlsbad, CA 92008
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (760) 607-2330
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



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

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court.   Yes /X/   No / /

         As of August 15, 2003, there were 820,361 shares of Preferred Stock and
9,186,000 shares of Common Stock outstanding.

<PAGE>



                                FONEFRIEND, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheets at June 30, 2003 and March 31, 2003............ 1

              Statements of Operations for the three month period
              ended June 30, 2003 and pro-forma two month period
              ended June 30, 2002........................................... 2

              Statements of Cash Flows for the three-month period
              ended June 30, 2003 and the pro-forma two month period
              ended June 30, 2002........................................... 3

              Statements of Stockholders' Equity for the three month
              period ended June 30, 2003.................................... 4

              Notes to Financial Statements................................. 7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition And Results of Operations.......................... 11

     Item 3.  Controls and Procedures...................................... 14


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings............................................ 14

     Item 2.  Changes in Securities........................................ 14

     Item 3.  Defaults Upon Senior Securities.............................. 14

     Item 4.  Submission of Matters to a Vote of Security Holders.......... 15

     Item 5.  Other Information............................................ 15

     Item 6.  Exhibits and Reports on Form 8-K............................. 15



<PAGE>

                                FONEFRIEND, INC.
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                              (Amounts in Dollars)

                                     ASSETS
                                                                 June 30,        March 31,
                                                                   2003            2003
                                                                -----------     -----------
<S>                                                             <C>             <C>
Current Assets
        Cash in banks and on hand                               $       157     $    20,221
        Inventory-equipment                                     $    16,000     $    16,000
        Current portion of prepaid expenses                     $   148,525     $   143,000
                                                                -----------     -----------
        Total current assets                                    $   164,682     $   179,221
                                                                -----------     -----------

Furniture & equipment, net of depreciation - Note 3             $    12,255     $    12,713
                                                                -----------     -----------

Other Assets
        Non-current prepaid expenses and deposits               $    13,597     $    13,597
        Capitalized development costs                           $   694,863     $   694,863
        Technology rights, FoneFriend license                   $   300,000     $   300,000
        Stock in FoneFriend Systems, Inc.                       $   150,000     $   150,000
        Organizational costs, net of amortization - Note 3      $       110     $       120
                                                                -----------     -----------
        Total other assets                                      $ 1,158,570     $ 1,158,580
                                                                -----------     -----------
TOTAL ASSETS                                                    $ 1,335,507     $ 1,350,514
                                                                -----------     -----------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
        Accounts payable                                        $     4,302     $     4,302
        Loans from officers and others                          $    57,188     $    60,888
        Payroll taxes payable                                   $     5,416     $     5,416
                                                                -----------     -----------
        Total current liabilities                               $    66,906     $    70,606
                                                                -----------     -----------

Loans payable, non-current                                      $    25,000     $    20,000
                                                                -----------     -----------
TOTAL LIABILITIES                                               $    91,906     $    90,606
                                                                -----------     -----------

Stockholders' Equity - Note 4
        Preferred stock, $.001 par value, authorized
        50,000,000 shares, issued and outstanding
        820,361 shares                                          $       820     $       820
        Common stock, $.001 par value, authorized
        200,000,000 shares, issued and outstanding,
        8,926,000 at June 30, 2003 and 8,471,000 at
        March 31, 2003                                          $     8,926     $     8,471
        Additional paid in capital                              $ 3,800,063     $ 3,741,368
        Operating deficit                                       $(2,566,208)    $(2,490,751)
                                                                -----------     -----------

TOTAL STOCKHOLDERS' EQUITY                                      $ 1,243,601     $ 1,259,908
                                                                -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 1,335,507     $ 1,350,514
                                                                -----------     -----------
</TABLE>

                 See Accompanying Notes to Financial Statements


                                       1
<PAGE>

<TABLE>
<CAPTION>
                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)

                                                                                Pro-forma
                                                            Three Months       Three Months
                                                           Ended June 30,     Ended June 30,
                                                                2003               2002
                                                           --------------     --------------
<S>                                                        <C>                <C>
Revenue                                                    $         --       $         --
                                                           --------------     --------------
Expenses
       Advertising                                         $          200     $       11,580
       Automobile                                          $         --       $        3,969
       Commissions related to fund raising activity        $         --       $        5,152
       Consulting fees                                     $       55,565     $       90,981
       Depreciation and amortization                       $          873     $          657
       Insurance                                           $          227     $        1,494
       Legal fees                                          $         --       $        9,234
       Meals and entertainment                             $           75     $        1,410
       Office supplies                                     $        1,234     $        3,063
       Officer/stockholder payments                        $         --       $       10,962
       Salaries and payroll                                $         --       $       27,515
       Postage                                             $          202     $        5,307
       Rent                                                $       11,524     $        9,531
       Telephone                                           $        3,084     $        7,058
       Travel                                              $        2,100     $        6,881
       Other                                               $          373     $       14,931
                                                           --------------     --------------
                Total expenses                             $       75,457     $      209,725
                                                           --------------     --------------

                Loss from development stage operations     $      (75,457)    $     (209,725)
                                                           --------------     --------------
</TABLE>


                 See Accompanying Notes to Financial Statements


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                FONEFRIEND, INC.

                            STATEMENTS OF CASH FLOWS
                              (Amounts in Dollars)

                                                                                Pro-forma
                                                            Three Months       Three Months
                                                           Ended June 30,     Ended June 30,
                                                                2003               2002
                                                           --------------     --------------
<S>                                                        <C>                <C>
Operating Activities
         Loss from development stage operations            $      (75,457)    $     (209,725)

         Adjustments to loss from development
         stage operations:
                  Prepaid expenses                         $       53,625     $         --
                  Inventory-equipment                      $         --       $      (10,000)
                  Accounts payable                         $         --       $         --
                  Depreciation and amortization            $          873     $        1,337
                  Deposits                                 $         --       $      (25,500)
                  Other                                    $         (405)    $       (4,250)
                                                           --------------     --------------

         Net cash provided (used) by development
         stage operations                                  $      (21,364)    $     (248,138)
                                                           --------------     --------------

Investing Activities
         Increase in capitalized development costs         $         --       $      (60,000)
                                                           --------------     --------------

         Financing Activities

         Loans from officers and others                    $        1,300     $         --
                                                           --------------     --------------
         Net cash provided by financing activities         $        1,300     $         --
                                                           --------------     --------------

Net cash increase (decrease) for the period                $      (20,064)    $     (308,138)

Cash at beginning of period                                $       20,221     $      685,359
                                                           --------------     --------------

Cash at end of period                                      $          157     $      377,221
                                                           --------------     --------------
</TABLE>

                 See Accompanying Notes to Financial Statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                FONEFRIEND, INC.

                        STATEMENTS OF STOCKHOLDERS'EQUITY
                              (Amounts in Dollars)

                                                       Additional                        Total
                         No. Shares         Par          Paid-In      Accumulated     Stockholders'
                         Outstanding       Value         Capital        Deficit          Equity
                         -----------    -----------    -----------    -----------     ------------
<S>                      <C>            <C>            <C>            <C>             <C>
Common shares
Beginning
balance, 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 September
30, 2002                      85,500    $        86    $   427,415                    $    427,501
                         -----------    -----------    -----------    -----------     ------------

Balance,
September
30, 2002                   9,041,861    $     9,042    $ 3,496,597    $(1,248,002)    $  2,257,637

Loss from
Operations to
November
21, 2002                                                              $  (118,281)    $   (118,281)

Common shares
cancelled                   (300,000)   $      (300)                                  $       (300)

Common shares
issued November
21, 2002                      58,139    $        58    $    29,942    $               $     30,000
                         -----------    -----------    -----------    -----------     ------------

Total common
shareholders'
equity pre-
merger, November
21, 2002                   8,800,000    $     8,800    $ 3,526,539    $(1,366,283)    $  2,169,056
                         -----------    -----------    -----------    -----------     ------------
<CAPTION>
Merger of FoneFriend, Inc. (Nevada corporation) on November
21, 2002 with and into FoneFriend, Inc. (Delaware corporation)
<S>                      <C>            <C>            <C>            <C>             <C>

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

Issue new
Delaware
Shares:
To: management             4,600,000    $     4,600

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                FONEFRIEND, INC.

                  STATEMENT OF STOCKHOLDERS' EQUITY - Continued

                                                       Additional                        Total
                         No. Shares         Par          Paid-In      Accumulated     Stockholders'
                         Outstanding       Value         Capital        Deficit          Equity
                         -----------    -----------    -----------    -----------     ------------
<S>                      <C>            <C>            <C>            <C>             <C>
To: UBN Trust                423,000    $       423
To: D. Johnston              423,000    $       423
Transfer par value
to paid-in capital                      $    (1,154)   $     1,154

Issue common
shares to
consultants,
December 2002                825,000    $       825    $   213,675                    $    214,500

Loss from
operations
from November
21, 2002 to
March 31, 2003                                                        $(1,124,468)    $ (1,124,468)

Total common
shareholders'
equity, March
31, 2003
Delaware
Corporation                8,471,000    $     8,471    $ 3,741,368    $(2,490,751)    $  1,259,088

Issue common
shares to
consultants,
June 2003                    455,000    $       455    $    58,695                    $     59,150

Loss from
operations
from April 1,
2003 to June
30, 2003                                                              $(   75,457)    $(    75,457)
                                                                      -----------     ------------
Total common
shareholders'
equity, June
30, 2003
Delaware
Corporation                8,926,000    $     8,926    $ 3,800,063    $(2,566,208)    $  1,242,781
                         -----------    -----------    -----------    -----------     ------------

Preferred shares

Preferred shares
issued November
21, 2002, Nevada             820,361    $       820                                   $        820

Cancel Nevada
preferred shares,
November 21,
2002                        (820,361)   $(      820)                                  $(       820)
                         -----------    -----------                                   ------------
</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>
                                FONEFRIEND, INC.

                  STATEMENT OF STOCKHOLDERS' EQUITY - Continued

                                                       Additional                        Total
                         No. Shares         Par          Paid-In      Accumulated     Stockholders'
                         Outstanding       Value         Capital        Deficit          Equity
                         -----------    -----------    -----------    -----------     ------------
<S>                      <C>            <C>            <C>            <C>             <C>
Issue Delaware
preferred shares
for Nevada
preferred shares,
November 21,
2002                         820,361    $       820                                   $        820
                         -----------    -----------                                   ------------
Total stockholders'
equity, June 30,
2003                                                                                  $  1,243,601
                                                                                      ------------
</TABLE>




                 See Accompanying Notes to Financial Statements



                                       6
<PAGE>

                                FONEFRIEND, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003


NOTE 1 - DESCRIPTION OF BUSINESS

A.       Background

FoneFriend,  Inc.  ("FoneFriend" or 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 a corporate office at 2722 Loker Avenue, Suite G, Carlsbad, California
92008. The Company's telephone number is: (760) 607-2330.

The Company is a development  stage enterprise and has not generated any revenue
during its history. 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  residiential  telephone  set (without the need for a
computer),  for a low monthly fee of about $10.00 or less. 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.

B.       Basis of Presentation

The  accompanying  financial  statements  have been prepared in accordance  with
Generally   Accepted   Accounting   Principles   ("GAAP")   which   contemplates
continuation  of the Company as a going  concern.  Management  is  attempting to
raise additional capital.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       Fiscal Year

The  Company's  fiscal  year is March 31 (after  the  above-described  merger of
FoneFriend,  Inc. of Nevada with and into  FoneFriend,  Inc. of  Delaware).  The
accompanying  unaudited financial statements are for June 30, 2003 and the three
month period then ended.

B.       Significant Estimates

In the process of preparing  its financial  statements in accordance  with GAAP,
the Company  estimates the carrying value of certain assets and liabilities that
are subjective



                                       7
<PAGE>

                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS - Continued

in nature. The primary estimates included in the Company's financial  statements
include  capitalized  development  costs and the ongoing  value of its purchased
technology license.

C.       Cash and Cash Equivalents

Cash and cash  equivalents  consist of cash and highly liquid  investments  with
maturity dates of three months or less at the date of purchase.  These items are
carried at cost, which approximates fair value due to their short-term  maturity
dates.

D.       Prepaid Expenses and other Current Assets

The Company has cash outlays in advance of expense recognition for items such as
rent, interest, financing fees, and service contracts. All amounts identified as
prepaid  expenses  that will be  utilized  during  the next  twelve  months  are
identified as current assets, while any portion that will not be utilized during
the next twelve months are classified as non-current assets.

E.       Furniture and Equipment

Furniture and equipment are carried at cost and  depreciated  over the estimated
useful lives of the individual assets.

F.       Capitalized Development Costs

Capitalized  development  costs consist of  expenditures  made by the Company to
improve the product and develop  marketing  channels for the product,  and which
are deemed by management to have future value to the Company.  Such  capitalized
development  costs will be amortized over the estimated useful life once product
sales begin.

G.       Technology Rights, FoneFriend License

The Company purchased a license to use the FoneFriend technology 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.   During  the
development stage operations, the Company is carrying the asset at cost and will
begin  amortization  over the  remaining  life of the license when product sales
begin.  The  remaining  value to the Company will be reviewed  quarterly  and if
management  determines that  impairment of the asset has occurred,  the carrying
value will be adjusted accordingly.


                                       8
<PAGE>

                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS - Continued

H. Stock in FoneFriend Systems, Inc.

The  Company  purchased  stock  in  FoneFriend  Systems,  Inc.  as  a  long-term
investment.   Such   investment  is  carried  at  cost  and  will  be  evaluated
periodically by management to determine whether impairment has occurred.  Should
management  determine that the value has been impaired,  the carrying value will
be adjusted accordingly.


NOTE 3 - DEPRECIATION AND AMORTIZATION

The Company's management has estimated the useful lives of furniture,  equipment
and  certain  organization  costs.  The  following  tables  show the gross asset
amounts and the accumulated depreciation and amortization:

A.       Furniture and Equipment
                                                               2003
                                                     ------------------------
                                                      June 30,      March 31,
                                                     ----------    ----------

         Cost                                        $   16,245    $   15,840
         Less accumulated depreciation               $(   3,990)   $(   3,127)
                                                     ----------    ----------

                  Net value                          $   12,255    $   12,713
                                                     ----------    ----------

B.       Organizational Costs
                                                               2003
                                                     ------------------------
                                                      June 30,      March 31,
                                                     ----------    ----------

         Cost                                        $      195    $      195
         Less accumulated depreciation               $(      85)   $(      75)
                                                     ----------    ----------

                  Net value                          $      110    $      120
                                                     ----------    ----------


NOTE 4 - MERGER AND CAPITAL STOCK

The merger of  FoneFriend,  Inc.  of Nevada  with and into  FoneFriend,  Inc. of
Delaware was  consummated on November 21, 2002 wherein the assets of FoneFriend,
Inc. of Nevada were acquired by Universal Broadband Networks,  Inc. ("UBN") in a
tax-free  reorganization  pursuant  to IRC 368 (the  "Merger").  The  Merger was
effectuated  as a "C" type  reorganization  whereby UBN issued stock in exchange
for all of the assets FoneFriend,  Inc. of Nevada,  after which that corporation
was  dissolved.  UBN was the  surviving  corporation  and  changed  its  name to
FoneFriend,  Inc. (a Delaware corporation) immediately subsequent to the Merger.
Pursuant to the express terms of the Fourth


                                       9
<PAGE>


                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS - Continued

Amended Plan of  Reorganization,  as approved by the U.S.  Bankruptcy court (the
"Plan"), the Merger was accomplished as follows:

         1.     All of UBN's issued and outstanding shares of capital stock were
                cancelled and  extinguished and the stockholders of UBN prior to
                the Merger have no further interest or rights in UBN.

         2.     UBN issued  2,200,000  shares of newly  created  common stock in
                favor of FoneFriend,  Inc. (Nevada  corporation) in exchange for
                all of  FoneFriend,  Inc.'s  assets and 115,750 of newly created
                common stock in favor of a Liquidating  Trust for the benefit of
                UBN's creditors.  As a result,  the merged entity had a total of
                2,315,750  shares  of newly  created  common  stock  issued  and
                outstanding,  of  which  former  shareholders  of the  dissolved
                Nevada  corporation  owned 95%, and J. Michael  Issa,  Esq.,  as
                Trustee of the  Liquidating  Trust (which was created  under the
                Plan), owned 5%.

         3.     The issuance of stock  pursuant to the Plan, as filed within the
                U.S.  Bankruptcy  Court,  was  ordered by the Court to be exempt
                from all applicable  Federal,  State and local  securities  law,
                pursuant to 11 U.S.C. ss.1145 (a).

         4.     The dissolved Nevada  corporation's  management  distributed the
                newly issued  2,200,000  shares of  FoneFriend,  inc.  (Delaware
                corporation)  to its former  shareholders,  on a pro-rata basis.
                Each of such former shareholders  received one share of stock in
                FoneFriend,  Inc.  (Delaware  corporation)  for every four-share
                shares held in the dissolved Nevada corporation.

         5.     Immediately subsequent to the Merger, the Company authorized the
                issuance of 820,361 shares of a newly created Series A Preferred
                Stock  (each  share of which is  convertible  into one  share of
                common stock) to be issued to shareholders of preferred stock in
                the dissolved Nevada corporation prior to the Merger.

         6.     The Company  then  issued  4,600,000  shares of common  stock to
                various management personnel and consultants in order to hire or
                retain their services. The Company also issued 423,000 shares of
                common stock to Dennis H. Johnston, Esq. as compensation for his
                services  in  connection  with  the  Merger.  Additionally,  the
                Company issued 307,250 shares of common stock to the Liquidating
                Trust  so  as  to  be  in  compliance  with  the   Anti-Dilution
                Protection provisions of the Plan.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         The following  discussion  and analysis  should be read in  conjunction
with the Company's financial statements and related footnotes included elsewhere
herein. This discussion contains  forward-looking  statements that involve risks
and  uncertainties.  The Company's  actual results could differ  materially from
those anticipated by management.

OVERVIEW

         The Company has experienced significant losses during development stage
operations and has yet to realize any revenues from its operations.

         During the forth quarter of fiscal year 2003, management of the Company
evaluated the future benefit of the Company's capitalized  development costs and
determined  that it was  prudent  to write  down the value of that  asset to its
estimated fair value.

RESULTS OF OPERATIONS

         The Company had no revenue  during the three months ended June 30, 2003
or during its entire history.

         Expenses  of the  Company  for the first  three  months of the  current
fiscal year, ending March 31, 2004, decreased to $75,457,  from $209,725 for the
first three months of the fiscal year ending  March 31,  2003.  The decrease was
due primarily to a reduction in personnel, consultants and professional services
and their related  expenses.  Current  expenses  consist  primarily of salaries,
overhead  and other  general  expenses  related to  developing  its  product and
bringing that product to market.

         During the third  quarter of fiscal 2003,  the Company  issued  825,000
shares  of stock to  consultants  for  future  services  to be  provided  to the
Company.  The value of such shares issued to consultants  is being  amortized to
expense over a twelve-month period.

         During the first quarter of fiscal 2004,  the Company issued a total of
455,000  shares of stock to  consultants  and a law firm for  current and future
services  provided  to the  Company.  The value of such  shares  issued is being
amortized to expense over a twelve-month period.

         Reduction  in Shares  Outstanding:  On May 30,  2003,  Francois Van Der
Hoeven  informed the Company  that he had  resigned as Senior Vice  President of
Marketing.  Mr. Van Der Hoeven had not worked at the Company's  offices since on
or about  February  14,  2003,  due to the  Company's  inability to pay his then
existing salary requirements.  As a result, he commenced employment with another
firm and did not  execute his  executive  employment  contract  with the Company
after the  completion  of the Merger.


                                       11
<PAGE>


         This  contract  was the primary  basis for the  issuance  of  1,300,000
shares as  consideration  for his  providing  of  services  to the Company for a
3-year term. The Company has placed a top transfer order on Mr. Van Der Hoeven's
stock certificate  pending an amicable resolution of the negotiations until such
time as he either  returns the  certificate or the Company issues a cancellation
of his shares.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         The Company  anticipates that it will market its product through direct
marketing  to segments of the  population  that use  significant  long  distance
service to foreign countries.

         The  initial  target  markets  will be areas in  which  the  population
includes significant  European,  Hispanic and Asian segments.  These segments of
the population  typically spend substantial time on international  long distance
calls to their native countries.

         Other  products  may be  developed  that  compete  with  the  Company's
product, thereby reducing future potential revenue.

         Further,  since the Company's product requires significant lead time in
the  manufacturing  process,  any delay in filling orders could affect  customer
satisfaction.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30,  2003,  the  Company had  limited  working  capital and the
Company had no material unused sources of liquid assets.  Also at June 30, 2003,
the  Company  had no  existing  credit  facility.  As a result,  the  Company is
delinquent in certain general and administrative  expenses and has a shortage of
cash to pay its pending accounts payable.

         A part of the Company's  strategy is to seek external financing to grow
its commercial business.  Management is presently in the process of finalizing a
private  offering  memorandum  for  distribution  to  qualified  investors in an
attempt to raise up to $5,000,000  in additional  capital in order to effectuate
its business plan.  The Company's  current  operating  capital has been provided
primarily through cash advances from its officers and various third parties.

         While the Company intends to generate  working capital from its product
and related  services,  we expect our minimum  capital  needs during the current
fiscal year to be  approximately  $2.0 million to implement our intended plan of
business and generate positive cash flow. This amount will primarily be used for
manufacturing, implementing a large scale network system, marketing programs and
for general working capital.  However, the Company may not be able to obtain the
required financing, or such financing may not be available on acceptable terms.


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<PAGE>

         Due to the  Company's  historical  operating  losses,  there  can be no
assurance that projected  capital  requirements  will not  substantially  exceed
current and future capital resources.

         Additional working capital needs of the Company may require issuance of
equity securities, either on a public or private basis. Such issuances would, if
consummated,  affect the ongoing capital structure of the Company and may result
in substantial dilution to shareholders.  If additional funds are raised through
the issuance of equity,  convertible debt, or similar securities of the Company,
the  percentage  of  ownership of the  Company's  current  shareholders  will be
reduced,  and such new securities may have rights or preferences senior to those
of the common stock held be current  shareholders.  No agreement with respect to
any  such  financing  has  been  entered  into,  and  such  issuance  may not be
consummated.  In the event that  funding  sources are not  available as and when
needed by the  Company,  it could have a severe  adverse  impact on the combined
business  and  results of  operations  of the  Company  and could  result in the
Company being unable to continue as a going  concern.  Management is continually
monitoring  and  evaluating  the  financing  sources  available  to achieve  the
Company's goals.

         Due to the  losses  sustained  by the  Company  and its lack of working
capital,  the  Company's  ability  to remain a going  concern  depends  upon its
ability to generate  sufficient  cash flow to meet its obligations and to obtain
additional financing as may be required.

FORWARD  LOOKING  INFORMATION:  CERTAIN  CAUTIONARY  STATEMENTS:  "SAFE  HARBOR"
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

         Statements  contained in this  Management's  Discussion and Analysis of
Financial Condition and Results of Operations which are not historical facts are
forward looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities  Exchange Act of 1934. Examples of
such forward looking statements include the Company's expectations regarding its
intended plan of operation,  the  potential  sale of its product,  the Company's
planned financing of this venture and the sufficiency of the Company's available
liquidity for working capital,  the Company's  belief that its  technology-based
business  will grow and result in  profitability,  that it is positioned to take
advantage  of new  opportunities,  and that it will focus on  strengthening  and
growing its business and commercializing  innovative  technologies and services.
Actual results may differ materially from those stated or implied in the forward
looking statements.  Further,  certain forward looking statements are based upon
assumptions  of future events which may not prove to be accurate and are subject
to risks and uncertainties  that could cause actual results to differ materially
from those set forth or implied by forward looking  statements.  These risks and
uncertainties  include but are not limited to those referred to in the Company's
annual  report on Form  10-KSB,  for the  fiscal  year  ended  March  31,  2003,
including the Company's  entry into a new  commercial  business,  its ability to
access the capital  markets and obtain working  capital,  risks  associated with
technological  changes  in the market  for  telecommunications  and voice


                                       13
<PAGE>

transmission  over the internet,  risks of competition in the emerging  internet
telephony  industry,  and other risks described in the Company's  Securities and
Exchange Commission filings.


ITEM 3.  CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure controls and procedures

         As required by Rule 13a-15  under the  Securities  Exchange Act of 1934
(the  "Exchange  Act"),  within  the 90 days  prior to the  filing  date of this
report, the Company carried out an evaluation of the effectiveness of the design
and  operation  of  the  Company's  disclosure  controls  and  procedures.  This
evaluation was carried out under the supervision and with the  participation  of
the Company's management, including the Company's president, its (who has served
as the  principal  financial and  accounting  officer) and its President and CEO
(who serves as the principal operating officer). Based upon that evaluation, the
Company's  Chairman and President have  concluded that the Company's  disclosure
controls and procedures  are effective in alerting them to material  information
regarding the Company's financial  statement and disclosure  obligation in order
to allow the Company to meet its reporting  requirements  under the Exchange Act
in a timely manner.

         (b) Changes in internal control.

         There have been no changes in  internal  controls  or in other  factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

None


ITEM 2.  CHANGES IN SECURITIES

         During the three months ended June 30, 2003, the Company issued a total
of 455,000 shares of stock to three  consultants  and a law firm for current and
future  services  provided to the  Company.  The value of such shares  issued is
being amortized to expense over a twelve-month period.

         Subsequent  to June 30,  2003,  the  Company  issued a total of 260,000
shares of common stock,  of which  200,000 was issued to a marketing  consultant
and 60,000  shares was issued in  connection  with the  settlement of litigation
previously reported with Michael Imbesi,  C.I.C.  Productions,  Inc. and Cary D.
Arnold.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None



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

None


ITEM 5.  OTHER INFORMATION

         Subsequent Event

         On July 30, 2003,  the Company  received  notice that  Francois Van Der
Hoeven had  resigned as a director.  As set forth in the  Company's  most recent
annual  report on Form  10-KSB,  Mr. Van Der Hoeven had  previously  resigned as
Senior Vice President of Marketing in May of 2003. In addition,  the Company had
notified its transfer agent to place a stop transfer  order on 1,300,000  shares
that were previously issued to him in anticipation of his services over a 3-year
employment  term.  Mr. Van Der Hoeven's  shares are being counted as outstanding
until such time as the  certificate  is either  returned or the Company issues a
cancellation order.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

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

         17.1            Resignation of Director (Francois Van Der Hoeven)

         31.1            Chief  Executive  Officer  certification   pursuant  to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2            Chief  Financial  Officer  certification   pursuant  to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1            Chief  Executive  Officer  certification   pursuant  to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2            Chief  Financial  Officer  certification   pursuant  to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)             No  reports  on Form 8-K were  filed  during  the three
                         months ended June 30, 2003.



                          ***SIGNATURE PAGE FOLLOWS***


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<PAGE>


SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized by FoneFriend, Inc. (the "Registrant")


By: /S/  Jackelyn Giroux
    --------------------------------------------------
    Jackelyn Giroux, President, Director


By: /S/  Dennis H. Johnston
    -------------------------------------------------
    Dennis H. Johnston, Secretary, General Counsel, Director


By: /S/  Edward N. Jones
    --------------------------------------------------
    Edward N. Jones, Chief Financial Officer


Dated:   August 19, 2003


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