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 SEPTEMBER 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 West, 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 November 14, 2003,  there were 820,361 shares of Preferred  Stock
and 9,486,000 shares of Common Stock outstanding.



<PAGE>

                                FONEFRIEND, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Balance Sheets at September 30, 2003 and
             June 30, 2003 ..........................................  3

             Statements of Operations for the three month
             period ended September 30, 2003 and three month
             period ended September 30, 2002 ........................  4

             Statements of Cash Flows for the three-month
             period ended September 30, 2003 and the three
             month period ended September 30, 2002 ..................  5

             Statements of Stockholders' Equity for the three
             month period ended September 30, 2003 ..................  6

             Notes to Financial Statements ..........................  9

    Item 2.  Management's Discussion and Analysis of Financial
             Condition And Results of Operations .................... 13

    Item 3.  Controls and Procedures ................................ 17


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings ...................................... 18

    Item 2.  Changes in Securities .................................. 18

    Item 3.  Defaults Upon Senior Securities ........................ 18

    Item 4.  Submission of Matters to a Vote of Security Holders .... 18

    Item 5.  Other Information ...................................... 19

    Item 6.  Exhibits and Reports on Form 8-K ....................... 19



                                       2
<PAGE>


                                FONEFRIEND, INC.
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                              (Amounts in Dollars)

                                     ASSETS
                                                                September 30,       June 30,
                                                                    2003              2003
                                                                -------------     -------------
<S>                                                             <C>               <C>
Current Assets
         Cash in banks and on hand                              $      10,699     $         157
         Inventory-equipment                                    $      16,400     $      16,000
         Stock subscription receivable                          $       1,390     $           0
         Current portion of prepaid expenses                    $      99,400     $     148,525
                                                                -------------     -------------
         Total current assets                                   $     127,889     $     164,682
                                                                -------------     -------------
Furniture & equipment, net of depreciation - Note 3             $      13,892     $      12,255
                                                                -------------     -------------
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     $         100     $         110
                                                                -------------     -------------
         Total other assets                                     $   1,158,560     $   1,158,570
                                                                -------------     -------------
TOTAL ASSETS                                                    $   1,300,341     $   1,335,507
                                                                -------------     -------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts payable                                       $      31,919     $       4,302
         Accrued expenses payable                               $     163,500     $           0
         Litigation settlement payable                          $      20,000     $           0
         Loans from officers and others                         $      57,188     $      57,188
         Payroll taxes payable                                  $       5,416     $       5,416
                                                                -------------     -------------
         Total current liabilities                              $     278,023     $      66,906
                                                                -------------     -------------
Loans payable, non-current                                      $      25,000     $      25,000
                                                                -------------     -------------
TOTAL LIABILITIES                                               $     303,023     $      91,906
                                                                -------------     -------------

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,
         9,386,000 at September and 8,926,000 at June
          30, 2003                                              $       9,386     $       8,926
         Additional paid in capital                             $   3,869,203     $   3,800,063
         Operating deficit                                      $  (2,882,091)    $  (2,566,208)
                                                                -------------     -------------
TOTAL STOCKHOLDERS' EQUITY                                      $     997,318     $   1,243,601
                                                                -------------     -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $   1,300,341     $   1,335,507
                                                                -------------     -------------
</TABLE>

                 See Accompanying Notes to Financial Statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)

                                                                  Three Months
                                                               Ended September 30,
                                                             -----------------------
                                                               2003          2002
                                                             ---------     ---------
<S>                                                          <C>           <C>
Revenue                                                      $    --       $    --
                                                             ---------     ---------
Expenses
         Advertising                                         $   1,300     $   3,936
         Automobile                                          $     200     $   3,248
         Commissions related to fund raising activity        $    --       $  18,888
         Consulting fees                                     $ 241,539     $  57,720
         Depreciation and amortization                       $     873     $    --
         Insurance                                           $   1,681     $   2,447
         Legal fees                                          $  24,398     $   4,529
         Meals and entertainment                             $    --       $   4,708
         Office supplies                                     $     917     $   2,413
         Officer/stockholder payments                        $  20,060     $  12,500
         Salaries and payroll                                $    --       $  59,964
         Postage                                             $   1,358     $   1,216
         Rent                                                $   6,620     $   7,029
         Telephone                                           $   4,990     $   5,891
         Travel                                              $   4,464     $   7,682
         Other                                               $   7,486     $  19,155
                                                             ---------     ---------
                  Total expenses                             $ 315,883     $ 211,316
                                                             ---------     ---------

                  Loss from development stage operations     $(315,883)    $(211,316)
                                                             ---------     ---------
</TABLE>

                 See Accompanying Notes to Financial Statements




                                       4
<PAGE>

                                FONEFRIEND, INC.

                            STATEMENTS OF CASH FLOWS
                              (Amounts in Dollars)

                                                        Three Months Ended
                                                          September 30,
                                                      ----------------------
                                                        2003         2002
                                                      ---------    ---------
Operating Activities
         Loss from development stage operations       $(315,883)   $(211,316)

         Adjustments to loss from development
         stage operations:
                  Prepaid expenses                    $  49,125    $   3,000
                  Inventory-equipment                 $    (400)   $ (10,000)
                  Accounts payable                    $  27,617    $     803
                  Accrued expenses payable            $ 163,500    $    --
                  Litigation settlement payable       $  20,000    $    --
                  Depreciation and amortization       $     873    $   1,337
                  Deposits                            $    --      $ (15,448)
                  Other                               $ (14,290)   $  (6,172)
                                                      ---------    ---------

         Net cash provided (used) by development
         stage operations                             $ (69,458)   $(243,796)
                                                      ---------    ---------

Investing Activities
         Increase in capitalized development costs    $    --      $(113,000)
                                                      ---------    ---------

         Financing Activities
                  Common stock and paid-in capital    $  80,000    $  14,990
                                                      ---------    ---------

         Net cash provided by financing activities    $  80,000    $  14,990
                                                      ---------    ---------

Net cash increase (decrease) for the period           $  10,542    $(341,806)

Cash at beginning of period                           $     157    $ 377,221
                                                      ---------    ---------

Cash at end of period                                 $  10,699    $  35,415
                                                      ---------    ---------


                 See Accompanying Notes to Financial Statements



                                       5
<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
                     -----------    -----------    -----------    -----------    -------------

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

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

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

</TABLE>


                                       6
<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
                     -----------    -----------    -----------    -----------    -------------

Issue common
Shares                   460,000    $       460    $    69,140    $  (315,883)   $     246,283
                     -----------    -----------    -----------    -----------    -------------

</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>

                                FONEFRIEND, INC.

                 Statements of Stockholders' Equity - continued

                                                   Additional                       Total
                     No. Shares         Par          Paid-In      Accumulated    Stockholders'
                     Outstanding       Value         Capital        Deficit         Equity
                     -----------    -----------    -----------    -----------    -------------
<S>                  <C>            <C>            <C>            <C>            <C>
Total common
shareholders'
equity, September
30, 2003
Delaware
Corporation            9,386,000    $     9,386    $ 3,869,203    $(2,882,091)   $     996,498
                     -----------    -----------    -----------    -----------    -------------

Preferred shares

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

Cancel Nevada
preferred shares,
November 21,
2002                    (820,361)   $     ( 820)                                 $        (820)
                     -----------    -----------    -----------    -----------    -------------

Issue Delaware
preferred shares
for Nevada
preferred shares,
November 21,
2002                     820,361    $       820                                  $         820
                     -----------    -----------    -----------    -----------    -------------

Total stockholders'
equity, September
30, 2003                                                                         $     997,318
                     -----------    -----------    -----------    -----------    -------------
</TABLE>

                 See Accompanying Notes to Financial Statements



                                       8
<PAGE>


                                FONEFRIEND, INC.

                          NOTES TO FINANCIAL STATEMENTS
                               September 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 September 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  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.


                                       9
<PAGE>


                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS - Continued


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
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.


                                       10
<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
                                                 ------------------------
                                                 Sept. 30,      June 30,
                                                 ---------     ----------
         Cost                                    $  18,745     $   16,245
         Less accumulated depreciation           $  (4,853)    $   (3,990)
                                                 ---------     ----------

                  Net value                      $  13,892     $   12,255
                                                 ---------     ----------

B.       Organizational Costs
                                                          2003
                                                 ------------------------
                                                 Sept. 30,      March 31,
                                                 ---------     ----------
         Cost                                    $     195     $      195
         Less accumulated depreciation           $     (95)    $      (85)
                                                 ---------     ----------

                  Net value                      $     100     $      110
                                                 ---------     ----------


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


                                       11
<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.



                                       12
<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.  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
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.


OVERVIEW

         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.

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


                                       13
<PAGE>

         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.

         During the first two quarters of the current fiscal year, the Company's
management  focused its efforts primarily on reducing its overhead,  to conserve
financial  resources,  and the hiring of consultants that would help further its
quest for financing,  as well as assist in implementing  the Company's  intended
plan of business  and  preparing  the  technical  infrastructure  and  marketing
support necessary for its operational stage.

         To date,  the Company has  established  the  foundation  necessary upon
which it can build a next generation  telecommunications  company, utilizing the
Internet and VoIP technology,  that will carry customer calls at rates which are
dramatically  lower than traditional  international  long distance carriers with
excellent quality.

RESULTS OF OPERATIONS

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

         Expenses of the Company  for the second  quarter of the current  fiscal
year, ending March 31, 2004, increased to $315,883,  from $211,316 for the three
month  period  ending  September  30,  2003,  compared to the three month period
ending  September  30, 2002.  The  increase was due  primarily to the accrual of
consulting fees and officer salary expense,  which was not previously accrued by
the Company.  Current  expenses consist  primarily of consultant  fees,  officer
salaries,  overhead and other general expenses related to continuing operations,
developing its product and bringing that product to market.

         During the second  quarter of fiscal 2004,  the Company  issued 400,000
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
consulting expense over the term of each individual's contract, usually either a
six or a twelve-month  period.  Also,  the Company  issued an additional  60,000
shares of common stock in settlement of litigation.

         As previously  disclosed in the Company's  Form 10-QSB,  for the period
ending  June 30,  2003,  the  Company  received  notice on July 30,  2003,  that
Francois  Van Der  Hoeven had  resigned  as a  director.  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.


                                       14
<PAGE>


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.

The Loss Of Our Key Personnel Could Harm Our Business.

         The loss of the services of the Company's CEO and other key consultants
or employees could have a material  adverse effect on our operations,  as hiring
replacements would most likely involve the payment of salaries,  for which we do
not  currently  have the  financial  resources.  Our  inability to hire suitable
replacements  could have a material  adverse  effect on our  ability to continue
operating.

The Company is in Breach of Key Employment and Consulting Agreements.

         For the last year, the Company has failed to make the required payments
of $7,500 per month to Jackelyn  Giroux,  the President and Director,  under her
employment  agreement.  There is no  guarantee  that she will  continue  to work
without being paid. The Company may be forced to amend her Employment  Agreement
on less  favorable  terms.  The loss of Ms.  Giroux as  President  would  have a
material adverse effect on the Company's ability to continue operating.

         For the last year, the Company has failed to make the required payments
of $10,000 a month to Gary A.  Rasmussen,  a Consultant  and founder,  under the
terms of his Consulting  Agreement.  There is no guarantee that he will continue
to work without  being paid.  The Company may be forced to amend his  Consulting
Agreement  on less  favorable  terms.  The loss of Mr.  Rasmussen  would  have a
material adverse effect on the Company's ability to continue operating.

Additional Risk Factors are set forth in the Company's 10KSB.

         For additional  Risk Factors please see the Risk Factors located in the
Company's Form 10KSB,  for the fiscal year ended March 31, 2003 which are hereby
adopted and incorporated by reference.


                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2003, the Company had limited  working capital and the
Company had no material  unused sources of liquid assets.  Also at September 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  negotiating  with several
qualified investment sources in order to obtain the necessary financing required
to implement its intended  plan of business.  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 in the future,  we expect our minimum capital needs during
the  current  fiscal year to be  approximately  $2.0  million.  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. 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.
This could result in a significant and material adverse effect on our ability to
continue operating.

         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.


                                       16
<PAGE>

         As of September 30, 2003,  management estimated that the Company's cash
resources were not enough to meet the Company's  estimated funding  requirements
for the remainder of the year.


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

         The  foregoing  discussion  should  be read  in  conjunction  with  our
financial  statements  and the notes  thereto  included  elsewhere  in this Form
10-QSB. This Form 10-QSB contains forward-looking statements regarding the plans
and objectives of management for future operations. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual  results,  performance or  achievements  to be materially  different from
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.  These
forward-looking  statements are based on assumptions that may be incorrect,  and
we cannot assure you that these  projections  included in these  forward-looking
statements  will come to pass. Our actual results could differ  materially  from
those  expressed  or implied by the  forward-looking  statements  as a result of
various factors.


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 and CEO, who serves
as the principal  operating officer,  and its Chief Financial  Officer,  who has
served as the  principal  financial  and  accounting  officer.  Based  upon that
evaluation,  the Company's  President and CFO 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.



                                       17
<PAGE>

         (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

         The  Company  received  notice  of  a  lawsuit  commenced  against  its
predecessor   company,   Fonefriend,   Inc.,  a  Nevada   corporation,   seeking
approximately  $21,000.  The assets of this predecessor company were acquired by
the Company in a stock for assets purchase  transaction and Fonefriend of Nevada
was dissolved.

         The  Company  has  received a threat of  litigation  from the  bankrupt
estate of Allegience Telecom, seeking approximately $5,000. The Company believes
it has  affirmative  defenses to such charges and intends to defend  against any
such action should it be commenced.


ITEM 2.  CHANGES IN SECURITIES

         During the three months ended  September 30, 2003, the Company issued a
total of 400,000  shares of stock to two  consultants  for cash and  current and
future services  provided to the Company.  Additionally,  60,000 shares of stock
were issued in settlement of a lawsuit.

         Subsequent to September 30, 2003, the Company issued a total of 125,000
shares of common stock,  of which 100,000 shares were issued in connection  with
the exercise of a stock option,  and 25,000 shares were issued as  consideration
to a consultant.

         Subsequent  to  September  30,  2003,  the  Company  has  entered  into
additional  consulting  contracts which provide for the issuance of common stock
and/or stock options as compensation.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

None



                                       18
<PAGE>


ITEM 5.  OTHER INFORMATION

         The Company's Board of Directors  unanimously  approved the appointment
of Ms. Virginia  Perfili,  subject to her acceptance,  as a director to fill the
vacancy created upon the resignation of Mr. Francois Van Der Hoeven. Ms. Perfili
accepted this appointment on November 14, 2003.

         Ms. Perfili was formerly President, CEO and Director of Orphan, Inc., a
publicly  held,  Michigan  Corporation,  which  was  formed  in 1982  to  pursue
opportunities in the entertainment,  film and record  industries.  Ms. Perfili's
duties  included the overall  management  and  promotion  for the  company.  Ms.
Perfili left Orphan in 1997 to pursue her career as an independent  producer and
director of film projects. Ms. Perfili is a graduate of Wayne State University.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

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

         10.1       2002  Non-Employee  Director And  Consultant  Retainer Stock
                    Plan And Employee  Stock  Incentive  Plan.  Incorporated  by
                    reference in Form S-8, filed on December 27, 2002.

         10.2       Employment Agreement executed by the Registrant and Jackelyn
                    Giroux.

         10.3       Consulting  Agreement executed by the Registrant and Gary A.
                    Rasmussen.

         10.4       Indemnification  Agreement  executed by the  Registrant  and
                    Jackelyn Giroux.

         10.5       Indemnification  Agreement  executed by the  Registrant  and
                    Edward N. Jones.

         10.6       Indemnification  Agreement  executed by the  Registrant  and
                    Dennis H. Johnston.

         10.7       Indemnification  Agreement  executed by the  Registrant  and
                    Gary A. Rasmussen.

         10.8       Indemnification  Agreement  executed by the  Registrant  and
                    Francois Van Der Hoeven.


                                       19
<PAGE>

         10.9       Technology  License Agreement executed by the Registrant and
                    Fonefriend Systems, Inc.

         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.

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

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

 ----------------
 * Filed herewith

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



                          ***SIGNATURE PAGE FOLLOWS***


                                       20
<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:   November 19, 2003.



                                       21
<PAGE>