EXHIBIT 31.2  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
              OF 2002

I, Edward N. Jones, Chief Financial Officer certify that:

1.   I  have  reviewed this quarterly report on Form 10-QSB of FoneFriend, Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of  material  fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  Registrant  as,  and  for,  the  periods  presented in this
     quarterly  report;

4.   The  Registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material information relating to the Registrant is made known to us by
          others  within  the  Company,  particularly during the period in which
          this  quarterly  report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  Registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;

6.   The  Registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls subsequent to the date of my most recent evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

February 12, 2004.                  By:    /s/ Edward N. Jones
                                           -------------------
                                    Name:  Edward N. Jones
                                    Title: Chief Financial Officer
                                    (Principal Financial and Accounting Officer)