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


                                  FORM 10-QSB/A
                                AMENDMENT NO. 1


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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

                         COMMISSION FILE NUMBER 0-24408

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

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

                          14545 Friar Street, Suite 103
                               Van Nuys, CA 91411
                    (Address of Principal Executive Offices)

                                 (818) 376-1616
              (Registrant's Telephone Number, Including Area Code)

                        2722 Loker Avenue West, Suite G
                               Carlsbad, CA 92008
          (Former Name or Former Address, if changed since last Report)


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

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

     As  of  February  12,  2004,  there  were 19,014,444 shares of Common Stock
outstanding  and  no  shares  of  preferred  stock  outstanding.


                                FONEFRIEND, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION
I  FINANCIAL INFORMATION
Item 1.     Financial Statements

Balance Sheets at December 31, 2003 and September 30, 2003                     3

Statements of Operations for the three month periods
ended December 31, 2003 and 2002, and nine months
ended December 31, 2003 and 2002                                               4

Statements of Cash Flows for the three month periods
ended December 31, 2003 and 2002, and nine months
ended December 31, 2003 and 2002                                               6

Statements of Stockholders' Equity for the three month period
ended December 31, 2003 and from November 21, 2002 to
December 31, 2003                                                              7

Notes  to  Financial  Statements                                              10

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

Item 3.     Controls and Procedures                                           19


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                                 19

Item 2.     Changes in Securities                                             20

Item 3.     Defaults Upon Senior Securities                                   20

Item 4.     Submission of Matters to a Vote of Security Holders               20

Item 5.     Other Information                                                 21

Item 6.     Exhibits and Reports on Form 8-K                                  21






                                FONEFRIEND, INC.
                          PART I  FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                 BALANCE SHEETS
                              (Amounts in Dollars)

                                     ASSETS

                                                              December 31,          September 30,
                                                                  2003                  2003
                                                              ------------          ------------
<S>                                                           <C>                   <C>

Current Assets
   Cash in banks and on hand                                  $     11,853          $     10,699
   Inventory-equipment                                        $     16,400          $     16,400
   Stock subscription receivable                              $      2,500          $      1,390
   Current portion of prepaid expenses                        $     45,775          $     99,400
                                                              ------------          ------------
      Total current assets                                    $     76,528          $    127,889
                                                              ------------          ------------

   Furniture & equipment, net of depreciation    Note 3       $     13,029          $     13,892
                                                              ------------          ------------
Other Assets
   Non-current prepaid expenses and deposits                  $     13,597          $     13,597
   Capitalized development costs                              $    694,863          $    694,863
   Technology rights, FoneFriend license                      $    300,000          $    300,000
   Stock in FoneFriend Systems, Inc.                          $    150,000          $    150,000
   Organizational costs, net of amortization     Note 3       $         90          $        100
                                                              ------------          ------------
      Total other assets                                      $  1,158,550          $  1,158,560
                                                              ------------          ------------

         TOTAL ASSETS                                         $  1,248,107          $  1,300,341
                                                              ------------          ------------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                            AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                           $     23,833          $     31,919
   Accrued expenses payable                                   $    176,500          $    163,500
   Litigation settlement payable                              $     10,000          $     20,000
   Loans from officers and others                             $    126,300          $     57,188
   Payroll taxes payable                                      $      5,416          $      5,416
                                                              ------------          ------------
      Total current liabilities                               $    342,049          $    278,023
                                                              ------------          ------------
   Loans payable, non-current                                 $     25,000          $     25,000
                                                              ------------          ------------

      TOTAL LIABILITIES                                       $    367,049          $    303,023
                                                              ------------          ------------

   Stockholders' Equity                          Note 4
     Preferred stock, $.001 par value, authorized
     50,000,000 shares, issued and outstanding
     820,361 shares                                           $        820          $        820
   Common stock, $.001 par value, authorized
     200,000,000 shares, issued and outstanding,
     9,556,000 at December 31, 2003 and 9,386,000
     at September 30, 2003                                    $      9,556          $      9,386
   Additional paid in capital                                 $  3,887,533          $  3,868,203
   Operating deficit                                          $ (2,882,091)         $ (2,882,091)
                                                              ------------          ------------
      TOTAL STOCKHOLDERS' EQUITY                              $    997,318          $    997,318
                                                              ------------          ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  1,300,341          $  1,300,341
                                                              ------------          ------------

</TABLE>






                 See Accompanying Notes to Financial Statements


<TABLE>
<CAPTION>


                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)


                                                                     Nine Months Ended
                                                                     -----------------
                                                              December 31,          December 31,
                                                                  2003                  2002
                                                              ------------          ------------
<S>                                                           <C>                   <C>


Revenue                                                       $          0          $          0
                                                              ------------          ------------

Expenses
Advertising                                                   $        200          $     16,400
Automobile                                                    $          0          $      7,451
Commissions related to fund raising activities                $          0          $     24,040
Consulting fees                                               $    412,711          $    225,792
Depreciation and amortization                                 $      2,619          $      3,839
Insurance                                                     $      1,963          $      5,573
Legal and accounting fees                                     $     24,398          $     52,356
Office supplies                                               $      2,771          $      8,130
Officer/stockholder payments                                  $     20,060          $     39,995
Postage                                                       $      1,792          $      6,738
Rent                                                          $     26,881          $     19,560
Salaries & payroll                                            $          0          $    127,283
Telephone                                                     $     10,375          $     15,292
Travel                                                        $      9,764          $     16,064
Other                                                         $     12,566          $     42,002
                                                              ------------          ------------
Total expenses                                                $    526,100          $    610,515
                                                              ------------          ------------

Loss from development stage operations                        $   (526,100)         $   (610,515)
                                                              ------------          ------------

</TABLE>





                 See Accompanying Notes to Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)


                                                                     Three Months Ended
                                                                     ------------------
                                                              December 31,          December 31,
                                                                  2003                  2002
                                                              ------------          ------------
<S>                                                           <C>                   <C>


Revenue                                                       $          0          $          0
                                                              ------------          ------------

Expenses
Advertising                                                   $          0          $        894
Automobile                                                    $        624          $        234
Consulting fees                                               $    115,607          $     77,091
Depreciation and amortization                                 $        873          $      3,182
Insurance                                                     $         55          $      1,632
Officer/stockholder payments                                  $          0          $     16,533
Office supplies                                               $        620          $      2,654
Postage                                                       $        232          $        215
Professional fees, legal & accounting                         $        610          $     34,243
Rent                                                          $      8,737          $      3,000
Salaries & payroll                                            $          0          $     39,804
Telephone                                                     $      2,301          $      2,343
Travel                                                        $      3,200          $      1,501
Other                                                         $      1,901          $      6,148
                                                              ------------          ------------
Total expenses                                                $    134,760          $    189,474
                                                              ------------          ------------

Loss from development stage operations                        $   (134,760)         $   (189,474)
                                                              ------------          ------------


</TABLE>





                 See Accompanying Notes To Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                                FONEFRIEND, INC.

                            STATEMENTS OF CASH FLOWS
                              (Amounts in Dollars)


                                            Nine Months Ended          Three Months Ended
                                         -----------------------     -----------------------
                                                December                    December
                                         31,  2003     31,  2002     31,  2003     31,  2002
                                         ---------     ---------     ---------     ---------
<S>                                      <C>           <C>           <C>           <C>

Operating Activities
Loss from development stage
operations                               $(526,100)    $(610,515)    $(134,760)    $(189,474)

Adjustments to loss from
development stage operations:
Prepaid expenses                         $ 156,375     $(195,000)    $  53,625     $(192,000)
Accounts payable                         $  19,531     $   4,303     $  (8,086)    $   3,500
Accrued expenses                         $ 176,500     $       0     $  13,000     $       0
Litigation settlement payable            $  10,000     $       0     $( 10,000)    $       0
Deposits                                 $       0     $  41,264     $       0     $    (316)
Depreciation and amortization            $   2,619     $   5,868     $     873     $   3,182
Other                                    $ (16,205)    $ (30,415)    $  (1,110)    $       7
                                         ---------     ---------     ---------     ---------

Net cash provided (used) by
development stage operations             $(177,280)    $(867,035)    $( 86,458)    $(375,101)
                                         ---------     ---------     ---------     ---------

Increase in capitalized development
Costs                                    $       0     $(188,000)    $       0     $ (15,000)
                                         ---------     ---------     ---------     ---------

Financing Activities

Issuance of common stock                 $  98,500     $ 262,689     $  18,500     $ 247,699
Issuance of preferred stock              $       0     $     820     $       0     $     820
Loans from officers and others           $  70,412     $ 102,133     $  69,112     $ 102,133
                                         ---------     ---------     ---------     ---------
Net cash provided by financing
activities                               $ 168,912     $ 365,642     $  88,612     $ 350,652
                                         ---------     ---------     ---------     ---------

Net cash increase (decrease)
for the period                           $  (8,368)    $(689,393)    $   1,154     $ (39,449)

Cash at beginning of period              $  20,221     $ 685,359     $  10,699     $  35,415
                                         ---------     ---------     ---------     ---------

Cash at end of period                    $  11,853     $  (4,034)    $  11,853     $  (4,034)
                                         ---------     ---------     ---------     ---------

</TABLE>



                 See Accompanying Notes To Financial Statements
<TABLE>
<CAPTION>



<PAGE>
                                FONEFRIEND, INC.

                        STATEMENTS OF STOCKHOLDERS'EQUITY
                              (AMOUNTS IN DOLLARS)

                                        Additional     Accumu-        Total
                No. Shares     Par      Paid-In        lated          Stockholders'
                Outstanding    Value    Capital        Deficit        Equity
                -----------    ------   ----------     -----------    -------------
<S>             <C>            <C>      <C>            <C>            <C>

Common shares
-------------
Beginning
balance, July
1, 2002           8,956,361    $8,956   $3,069,182     $(1,036,686)   $   2,041,452

Loss from
operations                                             $  (211,316)   $    (211,316)

Common shares
issued September
30, 2002             85,500    $   86   $  427,415                    $     427,501
                -----------    ------   ----------     -----------    -------------

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

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

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

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

Total common
shareholders'
equity pre-
merger, November
21, 2002          8,800,000    $8,800   $3,526,539     $(1,366,283)   $   2,169,056
                -----------    ------   ----------     -----------    -------------


MERGER OF FONEFRIEND, INC. (NEVADA CORPORATION) ON NOVEMBER
21, 2002 WITH AND INTO FONEFRIEND, INC. (DELAWARE CORPORATION)
--------------------------------------------------------------

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

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


</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                                FONEFRIEND, INC.

                  STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED

                                        Additional     Accumu-        Total
                No. Shares     Par      Paid-In        lated          Stockholders'
                Outstanding    Value    Capital        Deficit        Equity
                -----------    ------   ----------     -----------    -------------
<S>             <C>            <C>      <C>            <C>            <C>



To: UBN Trust       423,000    $  423
To: D. Johnston     423,000    $  423

Transfer par value
to paid-in capital            $(1,154)  $    1,154

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

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

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

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

Loss from
operations
from April 1,
2003 to June
30, 2003                                               $   (75,457)   $     (75,457)
                                                       -----------    -------------

Total common
shareholders'
equity, June
30, 2003
Delaware
Corporation       8,926,000    $8,926   $3,800,063     $(2,566,208)   $   1,242,781
                -----------    ------   ----------     -----------    -------------

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


</TABLE>




<TABLE>
<CAPTION>


                                FONEFRIEND, INC.

                 STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED

                                        Additional     Accumu-        Total
                No. Shares     Par      Paid-In        lated          Stockholders'
                Outstanding    Value    Capital        Deficit        Equity
                -----------    ------   ----------     -----------    -------------
<S>             <C>            <C>      <C>            <C>            <C>


Total common
shareholders'
equity, September
30, 2003
Delaware
Corporation       9,386,000    $9,386   $3,869,203     $(2,882,091)   $     996,498
                -----------    ------   ----------     -----------    -------------

Loss from
Operations                                             $  (134,760)   $    (134,760)

Issuance of
Common
Shares              170,000    $  170   $   18,330     $         0    $      18,500
                -----------    ------   ----------     -----------    -------------

Total common
Shareholder's
Equity, December
31, 2003 Delaware
Corporation       9,556,000    $9,556   $3,887,533     $(3,016,851)   $     880,238
                -----------    ------   ----------     -----------    -------------


Preferred shares
----------------

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

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

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

Total stockholders'
equity, December
31, 2003                                                              $     997,318
                                                                      -------------


</TABLE>



                 See Accompanying Notes to Financial Statements



<PAGE>
                                FONEFRIEND, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003

NOTE 1 - DESCRIPTION OF BUSINESS

A.     Background

FoneFriend,  Inc.  ("FoneFriend" or the "Company") was incorporated on April 24,
2001,  under  the  laws  of  the  State of Nevada, and on November 21, 2002, was
merged  with  and  into  FoneFriend,  Inc.,  a Delaware corporation. The Company
maintains  a  corporate  office  at  14545  Friar  Street,  Suite 103, Van Nuys,
California  91411.  The  Company's  telephone  number  is:  (818)  376-1616.

The  Company is a development stage enterprise and has not generated any revenue
during  its  brief  history. The primary business of the Company is to market an
Internet  telephony  device  and related services to customers worldwide, called
the  "FoneFriend".  The underlying technology of FoneFriend has been licensed by
the  Company  from  FoneFriend  Systems,  Inc.  and  will  enable  the Company's
subscribers to make and receive unlimited long distance telephone calls over the
Internet,  using only their standard residential telephone set (without the need
for a computer), for a low monthly fee of about $10.00. Due to the small cost of
transmitting  calls  over  the  Internet,  the  Company anticipates that it will
realize  significant  profit  margins,  well  in  excess  of  the  traditional
telecommunications  industry.

B.     Basis of Presentation

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.     Fiscal Year

The  Company's  fiscal  year  is  March  31 (after the above-described merger of
FoneFriend,  Inc.  of  Nevada  with  and into FoneFriend, Inc. of Delaware). The
accompanying  unaudited financial statements are for December 31, 2002 and 2003,
and  the  corresponding  three  month  and  nine  month  periods  then  ended.

B.     Significant Estimates

In  the  process  of preparing its financial statements in accordance with GAAP,
the  Company estimates the carrying value of certain assets and liabilities that
are  subjective  in  nature.  The  primary  estimates  included in the Company's
financial statements include capitalized development costs and the ongoing value
of  its  purchased  technology  license.


                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

C.     Cash and Cash Equivalents

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

D.     Prepaid Expenses and other Current Assets

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

E.     Furniture and Equipment

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

F.     Capitalized Development Costs

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

G.     Technology Rights, FoneFriend License

The Company purchased a license to use the FoneFriend technology for a period of
ten  years  from  FoneFriend Systems, Inc. under a license agreement dated April
30,  2001.  This license agreement allows the Company to manufacture, market and
utilize  a  proprietary  technology  referred  to  as  FoneFriend.  During  the
development stage operations, the company is carrying the asset at cost and will
begin  amortization  over  the  remaining life of the license when product sales
begin.  The  remaining  value  to  the company will be reviewed quarterly and if
management  determines  that  impairment of the asset has occurred, the carrying
value  will  be  adjusted  accordingly.

H.     Stock in FoneFriend Systems, Inc.

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


                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


NOTE 3 - DEPRECIATION AND AMORTIZATION

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

A.     Furniture and Equipment
                                   Nine months ended December
                                   --------------------------
                                   31, 2003          31, 2002
                                   --------          --------

Cost                               $ 18,745          $ 15,840
   Less accumulated depreciation   $ (5,716)         $ (4,933)
                                   --------          --------

Net value                          $ 13,029          $ 10,907
                                   --------          --------

B.     Organizational Costs

Cost                               $    195          $    195
   Less accumulated depreciation   $   (105)         $    (65)
                                   --------          --------

Net value                          $    100          $    130
                                   --------          --------


NOTE 4 - MERGER AND CAPITAL STOCK

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

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

2.   UBN  issued  2,200,000  shares  of  newly  created common stock in favor of
     FoneFriend,  Inc.  (Nevada  corporation)  in exchange for all of the Nevada
     corporation's  assets and 115,750 of newly created common stock in favor of
     a  Liquidating  Trust  for the benefit of UBN's creditors. As a result, the
     merged  entity  had  a  total  of  2,315,750  shares  of

                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS - Continued


     newly  created  common  stock  issued  and  outstanding,  of  which  former
     shareholders  of the dissolved Nevada corporation owned 95%, and J. Michael
     Issa,  Esq.,  as  Trustee of the Liquidating Trust (which was created under
     the  Plan),  owned  5%.  Additionally,  the Liquidating Trust was granted a
     conditional put option under the Plan whereby it could sell its shares back
     to  the  Company  for up to $3 Million dollars, contingent upon the Company
     having  sufficient  available  capital  surplus  at  the  time  of  such
     transaction.  This  option was valid for a period of one year after trading
     commenced  in  the  Company's  securities.

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

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

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

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


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

     The  following  discussion  and analysis should be read in conjunction with
the  Company's  financial  statements  and  related footnotes included elsewhere
herein.

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


OVERVIEW

     The  Company  is  a  development stage enterprise and has not generated any
revenue  during its history. The primary business of the Company is to market an
Internet  telephony  device  and related services to customers worldwide, called
the  "FoneFriend".  The underlying technology of FoneFriend has been licensed by
the  Company  from  FoneFriend  Systems,  Inc.  and  will  enable  the Company's
subscribers to make and receive unlimited long distance telephone calls over the
Internet,  using only their standard residential telephone set (without the need
for a computer), for a low monthly fee of about $10.00 or less. Due to the small
cost  of  transmitting  calls over the Internet, the Company anticipates that it
will  realize  significant  profit  margins,  in  excess  of  the  traditional
telecommunications  industry.

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

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

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

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


RESULTS OF OPERATIONS

     The Company had no revenue during the three months ended December 31, 2003,
or  during  its  entire  history.

     Expenses  of  the Company for the third quarter of the current fiscal year,
ending  December  31,  2003,  decreased  to $134,760 from $315,883 for the three
month  period  ending  September  30,  2003. The decrease was due primarily to a
reduction  in  consulting  fees  as  the  Company  has  dramatically  curtailed
operations  until  financing can be obtained. Current expenses consist primarily
of  consultant  fees,  officer  salaries,  overhead  and  other general expenses
related  to  continuing operations, seeking financing and preparing to bring the
Company's  product  to  market.

     In November of 2003, the Company entered into a strategic relationship with
Winsonic  Holdings,  Ltd.,  whereby  Winsonic  agreed to co-locate and house the
Company's global network servers and gateway equipment at the Level 3 facilities
rented by Winsonic. This provides the Company with access to a state-of-the-art,
fiber  optic  network  that is expected to greatly improve the voice quality and
reliability  of  service  of the FoneFriend product. In a related agreement, the
Company  hired  the services of Winston Johnson, president of Winsonic, to serve
as  the  Company's  Chief  Technology  Officer.  This agreement provides for the
issuance  of up to 350,000 shares of common stock in exchange for services to be
provided  by  Mr.  Johnson  over  a  12  month  period.

     During  the third quarter of fiscal 2004, the Company issued 170,000 shares
of  stock  to  two  consultants  for services provided to the Company during the
quarter. The consulting contract for one of the consultants was cancelled due to
lack  of  performance  or  results.

     Also, on November 22, 2003, the Company's board of directors authorized the
issuance  of  2,443,083  shares  of  common stock as a dividend to its preferred
stockholders  and  4,000,000  shares  of  common stock to current management, in
settlement  of  its  breach  of  contract  with  these individuals. In addition,
814,361  shares  of  the  Company's  Series  A  Convertible, Preferred Stock was
automatically  converted  into  a  like  number  of shares of common stock as of
November  22,  2003. However, the Company's transfer agent was not instructed to
issue  any  of  the  foregoing  shares  until  January  12,  2004.

     In  December, 2003, the Company entered into a preliminary agreement for up
to  $5  Million in equity financing with an unaffiliated investor. In connection
with  this  agreement, the investor advanced the Company $100,000 and received a
one  year,  convertible  note  with  interest  at  15%  per  annum.  The note is
convertible  at a 25% discount to the market price of the Company's common stock
at  the  time  of  conversion.  Also,  in  connection with this transaction, the
Company  issued 200,000 warrants to purchase the Company's common stock at $0.20
per  share.  As of December 31, 2003, the Company had not entered into any final
agreement  for  the  equity  financing.


FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

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

THE  LOSS  OF  OUR  KEY  PERSONNEL  COULD  HARM  OUR  BUSINESS.

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

THE  COMPANY  IS  IN  BREACH  OF  KEY  EMPLOYMENT  AND  CONSULTING  AGREEMENTS.

     For  the  last  calendar  year, the Company has failed to make the required
payments  of  $7,500  per  month to Jackelyn Giroux, the President and Director,
under  her employment agreement. There is no guarantee that she will continue to
work  without  being paid. However, on November 22, 2003, the Company's board of
directors  agreed  to  amend  her  Employment Agreement and issued her 1,000,000
shares  of  common  stock  and  promised  to  pay  back  salary  upon receipt of
financing.  Additionally,  the  Company  agreed  to  an  anti-dilution clause to
maintain  her current equity ownership in the Company. The Company believes that
the  loss of Ms. Giroux as President would have a material adverse effect on the
Company's  ability  to  continue  operating.

     For  the  last  calendar  year, the Company has failed to make the required
payments  of  $10,000  a  month  to Gary A. Rasmussen, a Consultant and founder,
under  the terms of his Consulting Agreement. There is no guarantee that he will
continue  to  work  without  being  paid.  However,  on  November  22, 2003, the
Company's board of directors agreed to amend his Consulting agreement and issued
him  3,000,000 shares of common stock and promised to pay past due amounts under
his  agreement upon receipt of financing. Additionally, the Company agreed to an
anti-dilution clause to maintain his equity ownership in the Company at 25%. The
Company  believes  that  the loss of Mr. Rasmussen would have a material adverse
effect  on  the  Company's  ability  to  continue  operating.


ADDITIONAL RISK FACTORS ARE SET FORTH IN THE COMPANY'S FORM 10KSB, AS FILED ON
JULY 16, 2003, FOR THE FISCAL YEAR ENDED MARCH 31, 2003, WHICH ARE HEREBY
ADOPTED AND INCORPORATED BY REFERENCE.


LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2003,  the  Company  had limited working capital and the
Company  had  no  material unused sources of liquid assets. Also at December 31,
2003,  the  Company had no existing credit facility. As a result, the Company is
delinquent  in certain general and administrative expenses and has a shortage of
cash  to  pay  its  pending  accounts  payable.

     A  part of the Company's strategy is to seek external financing to grow its
commercial  business. Management is presently negotiating with several qualified
investment  sources  in  order  to  obtain  the  necessary financing required to
implement its intended plan of business. The Company's operating capital for the
current quarter was provided primarily through a loan from an unaffiliated third
party  and  accrual  of  officers'  salaries  and  consulting  fees.

     While  the Company intends to generate working capital from its product and
related  services  in the future, we expect our minimum capital needs during the
current calendar year to be approximately $3 Million. This amount will primarily
be  used for manufacturing, implementing a large scale network system, marketing
programs  and  for general working capital. However, the Company may not be able
to  obtain  this  required  financing, or such financing may not be available on
acceptable terms. Due to the Company's historical operating losses, there can be
no  assurance  that projected capital requirements will not substantially exceed
current  and  future  capital  resources. This could result in a significant and
material  adverse  effect  on  our  ability  to  continue  operating.

     Additional  working  capital  needs  of the Company may require issuance of
equity securities, either on a public or private basis. Such issuances would, if
consummated,  affect the ongoing capital structure of the Company and may result
in  substantial dilution to shareholders. If additional funds are raised through
the  issuance of equity, convertible debt, or similar securities of the Company,
the  percentage  of  ownership  of  the  Company's  current shareholders will be
reduced,  and such new securities may have rights or preferences senior to those
of  the  common  stock held be current shareholders. To this extent, the Company
has  recently  entered  into  a preliminary agreement with an unaffiliated third
party  to  provide  up to $3 Million in an equity line of credit. This agreement
provides  the  Company with a series of put options whereby the third party will
purchase  shares  of the Company's common stock at a discount to the current bid
price.  In connection with this preliminary agreement, the Company was obligated
to  cover  legal  expenses  necessary  to prepare final documents and has issued
12,500 shares in consideration of said legal expenses This financing arrangement
is  expected  to  result  in substantial dilution. In the event that alternative
funding  sources  are  not available as and when needed by the Company, and this
current  equity  financing is not fully realized, it could have a severe adverse
impact  on  the  combined  business and results of operations of the Company and
could  result  in  the  Company  being  unable  to  continue as a going concern.
Management  is  continually  monitoring  and  evaluating  the  financing sources
available  to  achieve  the  Company's  goals.

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

     As  of  December  31,  2003,  management  estimated that the Company's cash
resources  were  not enough to meet the Company's estimated funding requirements
for  the  remainder  of  the  current  fiscal  year  ending  March  31,  2004.

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

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


ITEM 3.     CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures

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

     (b)  Changes  in  internal  control.

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


                                    PART II
                                OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

     As  previously  reported  in  the Company's quarterly report for the period
ending  September  30,  2003, the Company received notice of a lawsuit commenced
against its predecessor company, FoneFriend, Inc., a Nevada corporation, 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 affirmative defenses to the amount of such
charges  and  intends  to defend against any such action should it be commenced.

     Also  previously  reported, the Company has received a threat of litigation
from  the  bankrupt  estate of Allegiance Telecom, seeking approximately $5,000.
Should  the  Company  become  a  party  to  this  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  of  FoneFriend,  Inc.,  a Nevada corporation. 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  plaintiff  has  not yet moved to file or enforce the
judgment.


ITEM 2.     CHANGES IN SECURITIES

     During the three months ended December 31, 2003, the Company issued a total
of  170,000  shares  of common stock to consultants for services provided to the
Company.  Additionally,  the  Company  issued  200,000  warrants to purchase the
Company's  common  stock  at  $0.20 per share in connection with a $100,000 loan
from  an  unaffiliated  third  party. The loan is evidenced by a promissory note
which  is convertible into the Company's stock at a discount to the market price
at  the  time  of  conversion.

     Subsequent  to December 31, 2003, in accordance with resolutions adopted by
the  Board  of  Directors  during  the  current  reporting  period,  the Company
instructed  its  transfer agent to: (i) cancel 76,500 shares of common stock and
6,000  shares  of  Series A convertible preferred stock ("Preferred Stock") that
were  issued  either  in  error  or  without  proper  consideration;  (ii) issue
4,015,000 shares of common stock to officers and a consultant in order to retain
their  continued  services and to cure any default under their agreements; (iii)
issue  2,443,083  shares  of common stock as a special, one-time dividend on the
Preferred  Stock;  (iv)  issue  814,361 shares of common stock in exchange for a
like  amount  of  Preferred  Stock.

     Also,  subsequent to December 31, 2003, the Company signed a term sheet for
financing  with  an  unaffiliated  third  party  entity, which is subject to the
execution  of  definitive agreements, pursuant to which it will receive up to $3
Million  in  an  equity  line  of credit to be made available over a period that
could  extend  for the next thirty-six months. In connection with the signing of
the terms sheet, the Company issued 12,500 shares for legal fees relating to the
preparation  of  the  definitive  agreements.  Further,  in anticipation of this
financing,  the  Company  entered  into several consulting agreements whereby it
issued an additional 2,250,000 shares of common stock in exchange for financial,
legal,  marketing,  technical  support  and other services in furtherance of its
intended  plan  of  operation.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None


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

None


ITEM 5.     OTHER INFORMATION

None


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

Exhibit No.      Description
-----------      ------------------
10.1             2002 Non-Employee Director And Consultant Retainer Stock
                 Plan And Employee Stock Incentive Plan. Incorporated by
                 Reference from Form S-8, filed on December 27, 2002.

10.2             Employment Agreement executed by the Registrant and
                 Jackelyn Giroux.

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

10.4             Indemnification Agreement executed by the Registrant and
                 Jackelyn Giroux.

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

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

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

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

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

17.1             Resignation of Director (Francois Van Der Hoeven)

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

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

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

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

_______________
*   Filed herewith


(b)  No  reports  on  Form 8-K were filed during the three months ended December
     31,  2003.




                          ***SIGNATURE PAGE FOLLOWS***

<PAGE>

                                   SIGNATURES

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


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



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



Dated:     March  26,  2004