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

                                   FORM 10-QSB

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

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

                For the quarterly period ended: December 31, 2004

                        Commission file number 000-24408

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

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

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

                               (310)  289-2338
                                --------------
              (Issuer's  telephone  number,  including  area  code)

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

The  number of shares of Common Stock, $0.001 par value, outstanding on December
31,  2004  was  145,212,289  shares.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE):

                                    Yes No X

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

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                    INFINICALL CORPORATION
                                 (A DEVELOPMENT STAGE COMPANY)
                                        BALANCE SHEET
                                     SEPTEMBER 30, 2004
                                        (UNAUDITED)


<S>                                                                <C>
                                                                   ASSETS
                                                                   ---------------------
                                                                   CURRENT ASSETS:
    Cash and cash equivalents . . . . . . . . . . . . . . . . . .  $                309

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

  OTHER ASSETS
    Technology rights, FoneFriend license net of amortization . .               244,331
                                                                   ---------------------
                                                                   $            255,842
                                                                   =====================


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

  CURRENT LIABILITIES:
    Accounts payable and accrued expenses . . . . . . . . . . . .  $            268,703
    Consulting contract payable . . . . . . . . . . . . . . . . .               120,141
    Notes payable . . . . . . . . . . . . . . . . . . . . . . . .               802,200
                                                                   ---------------------
      Total current liabilities . . . . . . . . . . . . . . . . .             1,191,044

  STOCKHOLDERS' DEFICIT
    Common stock, $0.001par value ;200,000,000 shares authorized;
    145,212,289 shares issued and outstanding . . . . . . . . . .               145,212
    Additional paid-in capital. . . . . . . . . . . . . . . . . .            18,109,527
    Prepaid consulting expenses . . . . . . . . . . . . . . . . .              (388,024)
    Accumulated deficit . . . . . . . . . . . . . . . . . . . . .           (18,801,916)
      Total stockholders' deficit . . . . . . . . . . . . . . . .              (935,202)
                                                                   ---------------------
                                                                   $            255,842
                                                                   =====================
</TABLE>



<TABLE>
<CAPTION>


<S>                                             <C>                 <C>
                                                FOR THE THREE MONTH PERIOD
                                                    ENDED DECEMBER 31,
                                                 2004                2003

REVENUES                                     $         -         $        -

OPERATING EXPENSES:
   General and administrative                     383,590            74,344
   Impairment of investment                             -                 -
   Impairment of long-lived assets             11,314,285                 -
   Consulting expenses                            489,017           241,539
                                              ------------------------------
         TOTAL OPERATING LOSS                 (12,186,892)         (315,883)
                                              ------------------------------

Non-operating expense:
   Loss on settlement of debt                           -                 -
   Interest expense                                11,635                 -
Total non-operating expense                        11,635                 -
                                              ------------------------------

LOSS BEFORE INCOME TAX                        (12,175,257)         (315,883)

Provision for income taxes                              -                 -
                                              ------------------------------

NET LOSS                                      (12,175,257)         (315,883)
DIVIDEND PAID TO PREFERRED SHAREHOLDERS                 -                 -
                                              ------------------------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS   $ (12,175,257)      $ (315,883)
                                              ==============================

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING *                138,973,087         9,386,000
                                              ==============================

BASIC AND DILUTED NET LOSS PER SHARE FOR
    COMMON STOCK                             $      (0.09)       $    (0.03)
                                              ==============================

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

<TABLE>
<CAPTION>

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



<S>                                                                        <C>           <C>
                                                                                    2004         2003
                                                                         ----------------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (Loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ (12,886,887)  $ (391,340)
    Adjustments to reconcile loss from development stage operations
         to net cash used in operating activities
      Shares issued for consulting services & prepaid expense . . . . .          603,283       80,000
      Shares issued for legal settlement. . . . . . . . . . . . . . . .                -            -
      Shares issued for legal fees. . . . . . . . . . . . . . . . . . .           18,000            -
      Shares issued for interest expense. . . . . . . . . . . . . . . .            7,500            -
      Shares issued for expenses. . . . . . . . . . . . . . . . . . . .          195,577      195,577
      Loss on settlement of debt. . . . . . . . . . . . . . . . . . . .           16,716            -
      Shares issued for dividends to preferred shareholders . . . . . .                -            -
      Write off of inventory. . . . . . . . . . . . . . . . . . . . . .            6,000            -
      Capitalized development costs . . . . . . . . . . . . . . . . . .                -            -
      Impairment of capitalized development costs . . . . . . . . . . .                -            -
      Impairment of long lived assets . . . . . . . . . . . . . . . . .       11,314,285   11,314,285
      Impairment of investment. . . . . . . . . . . . . . . . . . . . .                -            -
      Depreciation and amortization expense . . . . . . . . . . . . . .          277,358        1,746
      (Increase) decrease in current assets:
           (Increase)/Decrease in prepaid expenses. . . . . . . . . . .                -      102,750
           Purchase of inventory equipment. . . . . . . . . . . . . . .                -         (400)
           Decrease/(Increase) in Deposits. . . . . . . . . . . . . . .            4,561            -
      Increase (decrease) in current liabilities:
           (Decrease) in accounts payable and accrued expenses. . . . .          (18,036)      27,617
           Litigation settlement payable. . . . . . . . . . . . . . . .                -       20,000
           Increase in consulting contract payable. . . . . . . . . . .          120,141      163,500
           Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                -      (14,695)

                                                                         -----------------------------
              Total adjustments . . . . . . . . . . . . . . . . . . . .       12,545,385      380,518

                                                                         -----------------------------
              Net cash provided (used) by development stage operations.         (341,502)     (10,822)
                                                                         -----------------------------

         CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment. . . . . . . . . . . . . . . .                -            -
      Acquisition of technology license . . . . . . . . . . . . . . . .                -            -
      Acquisition of investment . . . . . . . . . . . . . . . . . . . .                -            -
      Payment to universal broadband. . . . . . . . . . . . . . . . . .                -            -
      Payments towards the acquisition of customer list . . . . . . . .         (250,000)           -
                                                                         -----------------------------
              Net cash used in investing activities . . . . . . . . . .         (250,000)           -

         CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from loans payable . . . . . . . . . . . . . . . . . . .          423,000            -
      Loan from officers and others . . . . . . . . . . . . . . . . . .           (5,226)       1,300
      Issuance of stock for cash. . . . . . . . . . . . . . . . . . . .          168,424            -
      Issuance of preferred stock for cash. . . . . . . . . . . . . . .            5,519            -

                                                                         -----------------------------
              Net cash provided by financing activities . . . . . . . .          591,717        1,300
                                                                         -----------------------------

         Net increase (decrease) in cash & cash equivalents . . . . . .              215       (9,522)

         CASH & CASH EQUIVALENTS, BEGINNING BALANCE . . . . . . . . . .               94       20,221

                                                                         -----------------------------
         CASH & CASH EQUIVALENTS, ENDING BALANCE. . . . . . . . . . . .    $         309   $   10,699
                                                                         =============================


  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . .    $           -          -
                                                                         =============================
    Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .    $           -          -


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

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

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

A.  Description  of  business

InfiniCall  Corporation  f/k/a/ FoneFriend, Inc. ("InfiniCall" or the "Company")
was incorporated in June of 1992, under the name of Picomatrix. The Company went
through  a  series  of  corporate  changes  and  ultimately  changed its name to
Universal  Broadband Networks as a public company ("UBN"). UBN went into Chapter
11  in  October  2000.  The  Company reorganized with FoneFriend, Inc., a Nevada
corporation  on  November 20, 2002. FoneFriend changed its name to InfiniCall in
October,  2004.

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

B.  Basis  of  Presentation

The audited financial statements for the year ended March 31, 2004 were filed on
July  16,  2004  with  the  Securities  and  Exchange  Commission and are hereby
incorporated  by  reference.  In  the  opinion  of  management,  all adjustments
considered  necessary  for  a  fair  presentation  have been included. Operating
results  for  the three-month period ended December 31, 2004 are not necessarily
indicative  of  the  results  that may be expected for the year ending March 31,
2005.

Significant  Estimates

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

Fair  Value  of  Financial  Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

Basic  and  Diluted  Net  Loss  per  Share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilative convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under
this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

Issuance  of  Shares  for  Customers

On  July  1,  2004,  the  Company  issued  50,000  shares of its common stock to
InfiniCom  as  partial consideration for 50,000 VoIP customers. In addition, the
Company  paid  InfiniCom $250,000 and issued a Promissory Note, due upon demand,
for  $500,000.  Additional customers were purchased by InfiniCall from Infinicom
during the last few months resulting in a present customer base of approximately
120,000  customers,

Issuance  of  Shares  for  Service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at  the  time  of  issuance, whichever is more reliably
measurable.

Reclassifications

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

Recent  Pronouncements

On  May  15,  2003,  the Financial Accounting Standards Board (FASB) issued FASB
Statement  No.  150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics  of  both Liabilities and Equity. FAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous  guidance, could be
classified  as  equity or "mezzanine" equity, by now requiring those instruments
to  be  classified  as  liabilities  (or  assets  in  some circumstances) in the
statement  of financial position. Further, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 150 affects an
entity's  classification  of  the  following  freestanding  instruments:  a)
Mandatorily  redeemable  instruments  b)  Financial instruments to repurchase an
entity's  own  equity instruments c) Financial instruments embodying obligations
that  the  issuer must or could choose to settle by issuing a variable number of
its  shares  or  other  equity  instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May  31,  2003, and is otherwise effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  For  private  companies, mandatorily
redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the  fiscal  period  beginning after December 15, 2003. The adoption of SFAS No.
150  does  not  have  a  material  impact on the Company's financial position or
results  of  operations  or  cash  flows.

In  December  2003,  the  Financial  Accounting  Standards Board (FASB) issued a
revised  Interpretation  No.  46,  "Consolidation of Variable Interest Entities"
(FIN  46R).  FIN 46R addresses consolidation by business enterprises of variable
interest  entities  and  significantly  changes the consolidation application of
consolidation  policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in  similar  activities when those
activities  are  conducted  through variable interest entities. The Company does
not  hold  any  variable  interest  entities.

NOTE  2  -  DEPRECIATION  AND  AMORTIZATION

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


             Furniture and office equipment  $19,611
             Accumulated depreciation . . .    8,409
             Total. . . . . . . . . . . . .  $11,205
                                             -------

NOTE  3  -  INTANGIBLE  ASSETS

Net  intangible  assets  at  December 31, 2004 were  as  follows:

             License . . . . . . . . . . .  $300,000
                                           =========
             Less Accumulated amortization  (55,669)
                                            $244,331

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

             2005 . . .  $ 37,113
             2006 . . .    37,113
             2007 . . .    37,113
             2008 . . .    37,113
             2009 . . .    37,113
             Thereafter    58,766
                         --------
             Total. . .  $244,331
                         ========

NOTE  4  -  NOTE  PAYABLE-OFFICER

The note from the officer of the Company is due on demand. The note is unsecured
and  bears  the  annual  interest  rates of 10% on the unpaid principal balance.
Interest  on  this  note  for  the  period ended December 31, 2004 amounted to $
3,008.

NOTE  5  -  NOTE  PAYABLE-OTHERS

Notes  payable  -others  are  comprised  of  the  following:

Unsecured  Note face value of $168,000 issued at a discounted price of $140,000,
interest  free, due December 1, 2004. The note was paid in full in October 2004.



Unsecured note, interest rate 6%, payable on demand to acquire the
customer data base
                                                                     650,000
Unsecured note, interest rate 6%, interest payable on last day of

each month, due on demand
                                                                       5,000

Unsecured note, interest rate 8%, interest payable on last day of

each month, due April 1, 2005
                                                                       5,000

Unsecured note, interest rate 8%, interest payable on last day of

each month, due April 1, 2005
                                                                       5,000

Unsecured note, interest rate 8%, interest payable on last day of

each month, due April 1, 2005
                                                                       5,000

Unsecured note, interest rate 8%, interest payable on last day of

each month, due April 1, 2005
                                                                       5,000

Unsecured note, interest rate 8%, interest payable on last day of

each month, due April 1, 2005
                                                                       5,000
                                                                     -------
                                                                     680,000
                                                                     =======

Interest  on these notes for the period ended December 3, 2004 was $
10,275.

NOTE  6  -  COMMON  STOCK

During  the  quarterly period ended December 31, 2004, the Company issued common
stock  for  various  services  to  following  parties:

The Company issued 275,000 shares of common stock for consulting services. These
issuances  have been valued at the fair market value on the date of issuance and
amounted  to  $19,250. Included in above, 275,000 shares were issued to officers
of  the  Company  valued  at  $19,250.

NOTE  7  -  GOING  CONCERN

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has accumulated a deficit of $18,801,916 December
31,  2004.  The  Company incurred net losses of $12,198,527 and $526,100 for the
periods  ended  December  31,  2004  and  2003, respectively. In view of matters
described above, recoverability of a major portion of the recorded asset amounts
shown  in the accompanying balance sheets is dependent upon continued operations
of  the  Company, which in turn is dependent upon the Company's ability to raise
additional  capital,  obtain  financing and to succeed in its future operations.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

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

NOTE  8  -  SUBSEQUENT  EVENTS

On  July  2,  2004,  the  Company entered into Asset Purchase Agreement with YAP
International,  Inc.  The  Agreement  provided  for the sale of right, title and
interest in Technology License Agreement with FoneFriend Systems, Inc. (FSI) and
other  tangible  and  intangible property used in connection with or relating to
the  sold  assets,  including, without limitation, the goodwill of the Purchased
Assets  as  a  going  concern,  inventory of FoneFriend "beta" devices, Internet
servers  and  related  equipment and software and 225,000 shares of FSI. On July
16,  2004,  the  Company  received  5,416,151  shares  of  Yap's common stock as
consideration. As set forth in the Company's Form 8-K dated October 28, 2004, on
Monday,  October  25, 2004, the Company received a letter from Yap International
Corporation  ("Yap")  which  purported  to  rescind the Asset Purchase Agreement
dated  as  of  July  2,  2004 between the Company and Yap ("Purchase Agreement")
referred  to  in  the preceding paragraph. The Purchase Agreement transferred to
Yap  certain  tangible  and  intangible  assets  of  the Company relating to the
FoneFriend"  product and services ("Purchased Assets") in exchange for shares of
the  common  stock  of  Yap  ("Yap Shares"). The Yap Letter did not specifically
rescind  any of the collateral documents which were signed by the parties at the
closing of the Yap transaction nor did Yap return any of the Purchased Assets to
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  regards  to the Liquidating Trust which should have been addressed. The
Company  thereafter  advised  Yap  that  it  would not consent to a distribution
negating  the  Liquidating  Trust  stock  position.

                           FORWARD-LOOKING STATEMENTS

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

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

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

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

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

ITEM  2.  PLAN  OF  OPERATION

OVERVIEW

BACKGROUND
----------

We  were  originally  incorporated in 1992 in Delaware under the name Picometrix
Inc,  and soon thereafter became a publicly traded company. In 1997, Picometrix,
Inc.  merged with another business and changed its name to IJNT.Net, and finally
to  Universal Broadband Networks, Inc. ("UBN"). On October 31, 2000, UBN filed a
voluntary  petition  for  reorganization pursuant to Chapter 11, Title 11 of the
United States Code, 11 U.S.C. 101 et seq., in the United States Bankruptcy Court
for the District of Eastern California. Pursuant to an Amended and Restated Plan
of  Merger,  dated  as  of  June  12,  2002  (and  subsequently  approved by the
Bankruptcy  Court),  between  FoneFriend,  Inc., a Nevada corporation founded in
April,  2001  ("FoneFriend  Nevada") and UBN on November 21, 2002, UBN completed
its  acquisition  of  all  the  assets  of FoneFriend Nevada. Subsequent to this
acquisition,  FoneFriend  Nevada  was dissolved and UBN, a Delaware corporation,
changed  its  name  to  FoneFriend,  Inc. In October 2004, FoneFriend's name was
changed  to  Infinicall  Corporation.

OVERVIEW

We  are  a  development  stage  company which currently had no revenues until we
acquired  Voice  over  Internet  Protocol customers as described below under the
caption  "Infinicon  Acquisition"  below.  Our  primary business for Fiscal 2004
through  June  2004  was  to  market  an  Internet  telephony  device called the
"FoneFriend"  and  related  services  to consumers and businesses worldwide. The
Internet  telephony device was licensed from FoneFriend Systems, Inc. ("FSI") in
April  2001.  On  July  2,  2004, subsequent to our year-end, we entered into an
agreement  with  YAP  International, Inc. ("YAP") to transfer certain assets and
technology  relating  to  the  FoneFriend  technology  and related assets, which
assets  and  technology we determined were unnecessary under our revised Plan of
Operation,  in  exchange for 5,416,151 shares of the common stock of YAP. As set
forth  in  the Company's Form 8-K dated October 28, 2004, on Monday, October 25,
2004,  the  Company  received  a  letter  ("Yap  Letter") from Yap International
Corporation  ("Yap")  which  purported  to  rescind  that certain Asset Purchase
Agreement  dated  as  of  July  2,  2004  between The Company and Yap ("Purchase
Agreement").  The  Purchase  Agreement  transferred  to Yap certain tangible and
intangible assets of the company relating to the FoneFriend product and services
("Purchased  Assets")  in  exchange  for shares of the common stock of Yap ("Yap
Shares").  The  Yap  Letter  did  not specifically rescind any of the collateral
documents which were signed by the parties at the closing of the Yap transaction
nor  did  Yap return any of the Purchased Assets to 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 regards 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,  we  completed the acquisition of 50,000 Voice over Internet
Protocol  ("VoIP")  customers  from  InfiniCom  Networks,  Inc.,  a  California
corporation,  ("InfiniCom")  whereby  we  issued 96,428,571 shares of our common
stock  to  InfiniCom,  in addition to cash of $250,000 and a promissory note for
$500,000.  Further,  on  July  8,  2004,  we  acquired an additional 10,000 VoIP
customers from InfiniCom in exchange for 19,285,714 shares of common stock and a
promissory  note for $150,000. Both promissory notes bear simple interest at the
rate  of  six  (6%)  percent  per  annum  and  are  due  upon  demand.

Prior  to  the  acquisition  of  the 60,000 VoIP customers, we had approximately
23,114,603 common shares issued and outstanding. As a result of the acquisition,
our  total  shares of common stock outstanding increased to 138,828,888 of which
InfiniCom  controls  83.35%. At December 31, 2004, there were 145,212,289 shares
outstanding.

OUR  NEW  PLAN  OF  OPERATION

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

We  will  acquire  our  customers  by  direct  marketing,  virtual marketing and
performance  based  Internet  marketing.  We  forecast that much of our customer
growth  will  come  from  performance  based  Internet marketing agreements. The
advantage of performance based Internet marketing agreements is that there is no
cost  to  us  without  compensating  revenues.

An  example  of  one  such performance based marketing agreement we have entered
into  is the Agreement with InfiniCom. InfiniCom agreed to supply subscribers at
a  cost  of  $150 each. Annual revenue from each subscriber is anticipated to be
$180  under  this  arrangement.  After payment to InfiniCom, under our servicing
agreement  it  is  anticipated  that  we  will  receive approximately 10% of the
subscriber revenues. InfiniCom warrants that it will replace the customer if any
particular  customer  drops service with us prior to 52 weeks from the date that
the  customer  is  delivered.

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

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

We  are  currently  considering  offering  our customers a stand-alone, Internet
appliance  device 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. Alternatively, we may offer such
product  at  a charge to those customers who use our service on a month-to-month
basis.

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

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

REGARDING  THE  DISPOSITION  OF  FONEFRIEND  TECHNOLOGY  RELATED  ASSETS:

Management  evaluated  the potential yield from commercializing the "FoneFriend"
technology,  versus  the  projected  costs  of  $2  to  $3  million to build the
FoneFriend  infrastructure  and  implement  a  marketing  campaign  to  attract
customers. Management concluded that our financial and personnel resources would
be  better  spent  on marketing the new technology and services to the customers
being  acquired  from  InfiniCom

RESULTS  OF  OPERATIONS.

Three  month  period  ending  December 31, 2004 and  December 31, 2003:

The  Compant did not realize any revenues in the three months ended December 31,
2004.  Further,  we  incurred  operating expenses of $12,186,893 in three months
ended  December 31, 2004 compared to $134,760 in the three months ended December
31,  2004.  The  net loss was $12,198,527 in the three months ended December 31,
2004  compared  to  $134,760  in  the  three  months  ended  December  31, 2003.

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

REVENUES

Since  inception  of  our  current  business, we have not generated any revenues
through  June  30,  2004 and have not realized any revenues for the three months
ended  December  31,  2004.

EXPENSES

Expenses  for the three months ended December 31, 2004 and 2003 were $12,186,893
and $134,760 respectively.The increase in expenses was primarily attributable to
consulting  fees,  which  were paid for by issuing shares of our common stock in
exchange for services. Additionally, we wrote off our investment in the stock of
FoneFriend  Systems,  Inc. incurring further expense of $150,000. This write-off
was  reversed  in  October,  2004.

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

INCOME/LOSSES

Net loss attributable to common stockholders for the three months ended December
31,  2004  was  $12,198,527 versus a loss of $526,100 for the three months ended
December  31,  2003.  The  increase  was  primarily  attributable  to  increased
consulting  expenses, which were paid for by issuing shares of our common stock,
and  the  write  down  in  value  of  our  investment in the stock of FoneFriend
Systems,  Inc.,  which  write  down  was  reversed  in  October  2004.

IMPACT  OF  INFLATION

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

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  flows  used  in  operations  were  $12,886,887  for the three months ended
December 31, 2004 versus cash flows used in operations of $526,100 for the three
months  ended  December  31,  2003..

FACTORS  THAT  MAY  AFFECT  OUR  PLAN  OF  OPERATION

Our  consolidated  financial  statements  have  been  prepared  assuming we will
continue  as  a  going concern. During the three months ended December 31, 2004,
we  experienced a net loss from development stage operations of and had negative
cash  flows.  In  addition,  we  had  substantial shareholders' equity operating
deficits  for  the  three  months  ended  December  31,  2004.  Lastly,  we have
significant  present  and  future  working  capital  demands, which will require
substantial  equity  and  debt financing which, with the exception of the Equity
Line  of  Credit  with Dutchess, have not yet been secured. These factors, among
others,  raise  substantial  doubt  about  our  ability  to  continue as a going
concern.  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  product or otherwise curtail or
discontinue  operations,  all of which may have a material adverse effect on our
business,  financial  condition  and  results  of  operation.

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

The  trading  price of our common stock has been and is likely to continue to be
highly volatile. For example, during the 52-week period ended December 31, 2004,
the  closing  price  of  our  common stock ranged from $0.04 to $0.43 per share.

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

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

Our  agreements with InfiniCom 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.The Company
intends  to  issue  the Liquidating Trustee additional shares of common stock in
full  payment  of  such  anti-dilution  clause.

NEED  FOR  ADDITIONAL  FINANCING

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

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

On  September  10,  2004,  the  Company  borrowed $168,000 from Dutchess Private
Equities  Fund,  II,  L.P.  The  note  was a discount note which resulted in net
proceeds of $135,000. The Note was due on December, 2004 but was totally prepaid
in  October,  2004.


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

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

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

We  estimate  we will need approximately $2,000,000 in additional capital during
the  next  12  months  to  cover overhead and develop our business. Our Dutchess
equity  line  of  credit,  combined  with  possible debt or equity financing, is
intended  to  address  our  capital  requirements.

Overall,  we  have  funded  our  cash needs from inception through September 30,
2004, with a series of debt and equity transactions, including an Equity Line of
Credit  with  Dutchess. The failure of the Equity Line of Credit or other equity
financing  to  satisfy  our  working capital needs would have a material adverse
effect  on  our  operations  and  financial  condition.

We  had  cash  on  hand of $309 and a stockholders' deficit of $18,801,916 as of
December  31,  2004.  Our  current  working  capital deficit is primarily due to
current  obligations  in accounts payable and accrued consulting expense. We can
not  yet,  and  may  never be able to, rely on the existence of revenue from our
business,  however,  we  have no current or projected capital reserves that will
sustain  our  business  for  any  length  of  time. In addition, there can be no
assurance  additional  capital in the future will be available to us when needed
or  available  on  terms  favorable  to  us.


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

ITEM  3.  CONTROLS  AND  PROCEDURES

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

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

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

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

                           PART II--OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

None

ITEM  2.  CHANGES  IN  SECURITIES

RECENT  SALES  OF  SECURITIES

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

On  July  8, 2004, the Company issued 19,285,714 shares of its restricted common
stock to InfiniCom Networks, Inc. as partial compensation for the purchase of an
aggregate  of  10,000  VoIP  customers.

ITEM  3.  DEFAULTS  BY  THE  COMPANY  UPON  ITS  SENIOR  SECURITIES

None

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

None

ITEM  5.  OTHER  INFORMATION

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

None

ITEM  6.  EXHIBITS  AND  REPORTS  OF  FORM  8-K

(a)  Exhibits

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

*  Filed  herewith

(b)  Form  8-K  subsequent  to  Quarter  End

                      8-K REPORT FILED ON AUGUST 31, 2004.

                                   SIGNATURES

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

                             INFINICALL CORPORATION


                           By:  /s/  Robin  Glanzl
                                     Robin  Glanzl,  President
                           Date:  February 22, 2005