UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2005

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-24408


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

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

                         5670 Wilshire Blvd., Ste. 2605
                          Los Angeles, CALIFORNIA 90036
                          -----------------------------
               (Address of Principal Executive Offices) (Zip Code)
                                 (310) 289-2338
                                 --------------
                      (Issuer's telephone number, including


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

The number of shares of Common Stock, $0.001 par value,  outstanding on June 30,
2005 was 168,225,598 shares.

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

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099



     REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Infinicall Corporation
Los Angeles, CA


We have reviewed the accompanying balance sheet of Infinicall  Corporation as of
June 30, 2005,  and the related  statements of operations and cash flows for the
three-months   ended  June  30,  2005.   These  financial   statements  are  the
responsibility of the Company's management.

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 3,  conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern  unless it is able to generate  sufficient  cash flows to meet its
obligations  and sustain its  operation.  Management's  plans in regard to these
matters are  described in Note 3. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

We have previously audited the financial statements for the year ended March 31,
2005 and our report dated August 17, 2005  expressed an  unqualified  opinion on
those statements. We have not performed any auditing procedures since that date.
In our opinion,  the information set forth in the accompanying  balance sheet as
of June 30, 2005 is fairly  stated in all  material  respects in relation to the
balance sheet from which it has been derived.


Jaspers + Hall, PC
Denver, CO
August 26, 2005


<PAGE>

<TABLE>
<CAPTION>

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

                                                                      Unaudited
                                                                      June 30,        March 31,
                                                                        2005            2005
                                                                   --------------------------------
<S>                                                                <C>                  <C>
  ASSETS
  CURRENT ASSETS:
         Cash and cash equivalents                                           $ 644         $ 5,244

  PROPERTY AND EQUIPMENT, net                                                8,454           9,370
                                                                   --------------------------------
  TOTAL ASSETS                                                             $ 9,098        $ 14,614
                                                                   ================================


  LIABILITIES AND STOCKHOLDERS' DEFICIT

  CURRENT LIABILITIES:
         Accounts payable and accrued expenses                           $ 396,290       $ 385,390
         Notes payable                                                     543,000         543,000
                                                                   --------------------------------
                        Total current liabilities                          939,290         928,390

  STOCKHOLDERS' DEFICIT
         Common stock, $0.001par value ;200,000,000 shares authorized;
         168,225,598 shares issued and outstanding                         168,226         168,226
         Additional paid-in capital                                     21,508,543      21,508,543
         Accumulated deficit                                           (22,606,961)    (22,590,545)
                                                                   --------------------------------
                        Total stockholders' deficit                       (930,192)       (913,776)
                                                                   --------------------------------
  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $ 9,098        $ 14,614
                                                                   ================================

    See Accountants' Review Report
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             INFINICALL CORPORATION
                           (FORMERLY FONEFRIEND, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                                                              Cumulative
                                                                                                              from inception
                                                                    Three-month              Three-month     (April 24, 2001)
                                                                    period ended             period ended           to
                                                                    June 30, 2005            June 30, 2004     June 30, 2005
                                                                    -------------------------------------------------------
<S>                                                                 <C>                     <C>              <C>
Net revenues                                                                      $ -               $ -                $ -

Operating expenses:
General and administrative                                                        916           289,841          1,980,346
Impairment of investment and intangible assets                                      -                 -         15,780,903
Consulting expenses                                                             4,600           377,320          4,195,167
                                                                    -------------------------------------------------------
Total Operating Expenses                                                        5,516           667,161         21,956,416
                                                                    -------------------------------------------------------
Operating loss                                                                 (5,516)         (667,161)       (21,956,416)
Non-operating income (expense):
Interest expense                                                              (10,900)           (3,683)           (85,303)
Litigation settlement                                                               -           (16,716)           (98,656)
                                                                    -------------------------------------------------------
Total non-operating expense                                                   (10,900)          (20,399)          (183,959)
                                                                    -------------------------------------------------------
Loss before income tax                                                        (16,416)         (687,560)       (22,140,375)

Provision for income taxes                                                          -              (800)            (2,400)
                                                                    -------------------------------------------------------
Net Loss                                                                      (16,416)         (688,360)       (22,142,775)
                                                                    -------------------------------------------------------
Dividend paid to preferred shareholders                                             -                 -           (464,186)
                                                                    -------------------------------------------------------
Net loss applicable to common shareholders                                  $ (16,416)       $ (688,360)     $ (22,606,961)
                                                                    =======================================================


Basic and diluted weighted average number of common
        stock outstanding *                                               168,225,598        20,385,231
                                                                    ====================================


Basic and diluted net loss per share for common stock                          (0.000)           (0.034)
                                                                    ====================================
                  See Accountants' Review Report
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 INFINICALL CORPORATION
                               (FORMERLY FONEFRIEND, INC.)
                              (A Development Stage Company)
                                STATEMENTS OF CASH FLOWS

                                                             Three-month  Three-month      Cumulative
                                                               Period      Period         from inception
                                                                Ended       Ended        (April 24, 2003)
                                                              June 30,    June 30,          to June 30,
                                                                2005        2004              2005
                                                             --------------------------------------------
<S>                                                            <C>        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                    $ (16,416) $ (688,360)  $ (22,606,961)
   Adjustments to reconcile loss from development stage
      operations to net cash used in operating activities
   Shares issued for compensation, consulting services
      & prepaid expense                                                -     299,270       6,952,583
   Shares issued for legal settlement                                  -           -         110,376
   Shares issued for legal fees                                        -      18,000          31,500
   Shares issued for interest expense                                  -       7,500          16,500
   Shares issued for expenses                                          -      16,716         195,577
   Loss on settlement of debt                                          -           -          16,716
   Shares issued for dividends to preferred shareholders               -           -         464,186
   Write off of inventory                                              -           -          16,000
   Capitalized development costs                                       -           -      (1,626,305)
   Impairment of capitalized development costs                         -           -       1,559,969
   Impairment of long lived assets                                     -           -      14,070,934
   Impairment of investment                                            -           -         150,000
   Depreciation and amortization expense                             916     224,681         710,805
   (Increase) decrease in current assets:                              -           -
   Decrease in prepaid expenses                                        -           -        (633,050)
   Purchase of inventory equipment                                     -           -         (16,000)
   Decrease in Deposits                                                -       4,561           4,561
   Increase (decrease) in current liabilities:
   Increase (Decrease) in accounts payable and accrued expenses   10,900       9,120         340,436
   Litigation settlement payable                                       -           -          20,000
   Increase in consulting contract payable                             -           -          87,140
   Other                                                               -     (63,000)        (23,096)
                                                             ----------------------------------------
   Total adjustments                                              11,816     516,848      22,448,832
                                                             ----------------------------------------
   Net cash used by development stage operations                  (4,600)   (171,512)       (158,129)
                                                             ----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                  -           -         (15,840)
   Acquisition of technology license                                   -           -        (300,000)
   Acquisition of investment                                           -           -        (150,000)
   Cash payment to universal broadband                                 -           -         (50,000)
   Cash payments towards the acquisition of customer list              -    (250,000)       (250,000)
                                                             ----------------------------------------
   Net cash used in investing activities                               -    (250,000)       (765,840)
                                                             ----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from loans payable                                         -     423,000         686,188
   Loan from officers and others                                       -      (5,226)        (26,236)
   Issuance of stock for cash                                          -       5,519         264,661
                                                             ----------------------------------------
   Net cash provided by financing activities                           -     423,293         924,613
                                                             ----------------------------------------
Net increase (decrease) in cash & cash equivalents                (4,600)      1,781             644

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     5,244          94               -
                                                             ----------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $ 644     $ 1,875           $ 644
                                                             ========================================

                             See Accountants' Review Report
</TABLE>

<PAGE>

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



NOTE 1 - DESCRIPTION OF BUSINESS & BASIS OF PRESENTATION

A. Description of business

Infinicall   Corporation   formerly,   FoneFriend,   Inc.  (the  "Company")  was
incorporated  on April 24, 2001,  under the laws of the State of Nevada,  and on
November  21,  2002,  was  merged  with and into  FoneFriend,  Inc.,  a Delaware
corporation.

The Company is a development  stage  enterprise and has not realized any revenue
during its  history.  The  Company is in the  process of  becoming a provider of
Internet-based  telecommunications services in the U.S. and worldwide by seizing
on the current and future opportunities in Voice-over-Internet-Protocol ("VoIP")
telephony technology and voice-data  integrated  communications  services in the
e-commerce market place.

The Company changed its name from  Fonefriend Inc. to Infinicall  Corporation in
October 2004.

B. Basis of Presentation

The accompanying  unaudited interim  financial  statements have been prepared in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission for the  presentation  of interim  financial  information  and do not
include the footnotes required by generally accepted  accounting  principles for
complete  financial  statements.  The audited financial  statements for the year
ended March 31, 2005 were filed.  In the opinion of management,  all adjustments
considered necessary for a fair presentation have been included. All adjustments
are of a normal recurring nature.  Operating results for the three-month  period
ended June 30, 2005 are not  necessarily  indicative  of the results that may be
expected for the year ending March 31, 2006.

Significant Estimates

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

Reclassifications

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

NOTE 2 COMMON STOCK

There was no stock issued during the three-month period ended June 30, 2005.

<PAGE>



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

               NOTES TO UNAUDITED FINANCIAL STATEMENTS - CONTINUED
                                  JUNE 30, 2005



NOTE 3 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has not earned any revenues from  operations.  In view of
the matters  described above,  recoverability of a major portion of the recorded
asset  amounts  shown in the  accompanying  balance  sheets  is  dependent  upon
continued  operations  of the  Company,  which  in turn is  dependent  upon  the
Company's ability to raise additional  capital,  obtain financing and to succeed
in  its  future  operations.   The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or amounts and  classification  of  liabilities  that might be necessary
should the Company be unable to continue as a going concern.

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


<PAGE>

ITEM 2. PLAN OF OPERATION

OVERVIEW

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

PURPOSE AND GOAL

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

BUSINESS OF THE COMPANY

OVERVIEW

InfiniCall Corporation provides  telecommunications  services to consumers. It's
flagship  product has been its  long-distance  telephone  service  that  permits
subscribers to complete domestic and international  calls using a combination of
software, a personal computer and an internet connection. Currently InfiniCall's
long-distance  service is offered to consumers at $15.00 per month for unlimited
domestic calls. Calls to a selected group of countries  (European and Asian) are
also included  with  unlimited  time access as part of the monthly  subscription
fee.  The  Company  has  grown  to  supplying  services  to  more  than  248,000
subscribers.

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


OVERVIEW

The Company  was a  development  stage  company  which had no revenues  until it
acquired  Voice over Internet  Protocol  customers as described  below under the

<PAGE>

caption "Infinicon Acquisition".  The Company's primary business for Fiscal 2004
through  June  2004 was to  market  an  Internet  telephony  device  called  the
"FoneFriend Device" and related services to consumers and businesses  worldwide.
The Internet telephony device was licensed from FoneFriend Systems, Inc. ("FSI")
in April 2001. On July 2, 2004, subsequent to year-end, the Company entered into
an Asset Purchase Agreement ("Purchase Agreement") with YAP International,  Inc.
("YAP") to transfer  certain  assets and  technology  relating to the FoneFriend
technology  and  related  assets,   which  assets  and  technology  the  Company
determined were unnecessary under its revised Plan of Operation, in exchange for
5,416,151  shares of the common stock of YAP (as set forth in the Company's Form
8-K dated October 28, 2004). On October 25, 2004, the Company  received a letter
from Yap (the "Yap Letter") which purported to rescind that Purchase  Agreement.
The Purchase Agreement transferred to Yap certain tangible and intangible assets
of the Company  relating to the  FoneFriend  Device"  and  services  ("Purchased
Assets") in exchange for shares of the common stock of Yap ("Yap  Shares").  The
Yap Letter did not  specifically  rescind any of the collateral  documents which
were  signed by the parties at the  closing of the Yap  transaction  nor did Yap
return any of the  Purchased  Assets to the  Company.  The Yap shares which were
delivered  to Yap's  transfer  agent  specified  the  number of Yap shares to be
issued to the Company's  shareholders  without regard to the  Liquidating  Trust
which should have been a addressed.  The Company  thereafter advised Yap that it
would not  consent  to a  distribution  negating  the  Liquidating  Trust  stock
position.

INFINICOM ACQUISITION

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

Prior  to  the  acquisition  of the  60,000  VoIP  customers,  the  Company  had
approximately  23,114,603  common shares issued and outstanding.  As a result of
the  acquisition,  our total  shares of common  stock  outstanding  increased to
115,714,285. At June 30, 2005, there were 168,225,596. shares outstanding.

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

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

We are  currently  considering  offering our customers a  stand-alone,  Internet
appliance device which will allow our customers to use their ordinary  telephone
handset  to make  calls  using our  service.  We plan to offer  this  product at
minimal cost to our customers  (and  potential  customers) in exchange for their
commitment to a long-term service agreement (two years).  Alternatively,  we may
offer  such  product  at a charge to those  customers  who use our  service on a
month-to-month basis.

Through  InfiniCom as our agent,  we bill and collect  money for services at the
time the service is offered  directly from a  subscriber's  credit card or check
card.  Our services  include the ability for call  termination to points outside
the unlimited dialing area

REVENUES

We have not realized any revenues for the three months ended June 30, 2005.

<PAGE>

EXPENSES

Expenses for the three months ended June 30, 2005 were $5,516  versus  $667,1612
ending June 30, 2004.

We expect increases in expenses through the fiscal year ending March 31, 2006 as
we move towards implementing our plan of operation. We expect the increase to be
primarily in marketing  related  expenses,  such as  advertising  and consulting
fees,  and additional  salary expense as we increase our personnel  commensurate
with the growth of our operations.

INCOME/LOSSES

Net loss attributable to common stockholders for the three months ended June 30,
2005 was $16,416  versus a loss of $687,560 for the three months ending June 30,
2004.


IMPACT OF INFLATION

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

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operations  were  $13,031,638  for the nine months ended June
30, 2005.

FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION

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

Our  consolidated  financial  statements  have been  prepared  assuming  we will
continue as a going  concern.  During the three months  ended June 30, 2005,  we
experienced  a net loss from  development  stage  operations of and had negative
cash flows.  In addition,  we had  substantial  shareholders'  equity  operating
deficits for the three months ended June 30, 2005.  Lastly,  we have significant
present and future  working  capital  demands,  which will  require  substantial
equity and debt financing which have not yet been secured.  These factors, among
others,  raise  substantial  doubt  about our  ability  to  continue  as a going
concern. Our independent auditors have also expressed doubt as to our ability to
continue as a going concern.  The  consolidated  financial  statements  included
elsewhere  herein do not  include  any  adjustments  that might  result from the
outcome of this uncertainty.

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

Our  future  performance  will  depend,  in  part,  on our  ability  to  provide
discounted domestic international long distance communications services with the
cost  savings of  carrying  voice  traffic  over the  Internet,  as  compared to
carrying calls over traditional long distance networks.

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

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

<PAGE>

The trading  price of our common  stock has been and is likely to continue to be
highly volatile. For example, during the 52-week period ended June 30, 2005, the
closing price of our common stock ranged from $0.016 to $0.43 per share.

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

Our agreements with InfiniCom are crucial to our success.  If InfiniCom defaults
on its obligations under its agreements with us, we may not succeed or be forced
to find an alternative Internet voice transmission technology, which may be cost
prohibitive.

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

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

The Liquidating  Trustee under the plan of reorganization  and subsequent merger
of FoneFriend, Inc. with Universal Broadband, Inc. may have the right to require
us to redeem their 5% stockholder  interest in the Company at its option, at any
time, for $3.0 million.  Such  redemption may have a material  adverse effect on
us. and force us to seek protection under the bankruptcy laws.

GOING CONCERN OPINION

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

We had cash on hand of $644.00 and a stockholders' deficit of $930,192 as ofJune
30,  2005.  Our current  working  capital  deficit is  primarily  due to current
obligations  in accounts  payable and accrued  expense.  We can not yet, and may
never be able to, rely on the existence of revenue from our  business,  however,
we have no current or projected  capital reserves that will sustain our business
for any  length  of time.  In  addition,  there can be no  assurance  additional
capital in the future will be  available to us when needed or available on terms
favorable to us.

<PAGE>

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

ITEM 3. CONTROLS AND PROCEDURES

We are a  development  stage  company  with no  revenues  and  during the period
covered by this quarterly report,  our board of directors had responsibility for
our internal controls and procedures over our financial reporting.

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

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly  affect the controls subsequent to the
date of the evaluation  referenced below.  However, as a result of our agreement
with InfiniCom we anticipate  enhancements in our fourth quarter in our internal
controls.

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

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

<PAGE>

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

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


ITEM 2. CHANGES IN SECURITIES

RECENT SALES OF SECURITIES

There were no sales or issuances of securities during the quarter ended June 30,
12005.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

None

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

None


ITEM 5. OTHER INFORMATION

SUBSEQUENT TO QUARTER END

None

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K

(a) Exhibits


<TABLE>
<CAPTION>

Exhibit No.
<S>           <C>
31.1          * Certification of Robin Glanzl pursuant to Section 302 of the Sarbanes-Oxley Act
                -------------------------------------------------------------------------------
31.2          * Certification of James. A Trodden pursuant to Section 302 of the Sarbanes-Oxley Act
                -----------------------------------------------------------------------------------
32.1          * Certification of Robin Glanzl pursuant to Section 906 of the Sarbanes-Oxley Act
                -------------------------------------------------------------------------------
32.2          * Certification of James A. Trodden pursuant to Section 906 of the Sarbanes-Oxley Act
                -----------------------------------------------------------------------------------
              * Filed herewith
</TABLE>


<PAGE>

                                   SIGNATURES

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


                                  InfiniCall Corporation
Date: August 29, 2005             By: /s/ Robin Glanzl
                                      ----------------
                                  Robin Glanzl, President
                                  and Director