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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from _________ to __________

                        Commission file number 000-52317


                                  NETFONE, INC.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                       98-0438201
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           5100 Westheimer, Suite 200
                               Houston, TX, 77056
                    (Address of principal executive offices)

                                  713.968.7569
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 12,658,000 common shares issued and
outstanding as at May 14, 2009.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS

Our financial statements are stated in United States dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.

                                  NETFONE, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTE TO THE FINANCIAL STATEMENTS

                                       2
<PAGE>
                                  NETFONE, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     March 31,         September 30,
                                                                       2009                2008
                                                                     ---------           ---------
                                                                    (Unaudited)          (Audited)
<S>                                                                  <C>                 <C>
                                     ASSETS

CURRENT
  Cash                                                               $      --           $     163
                                                                     ---------           ---------

                                                                     $      --           $     163
                                                                     =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                           $  13,604           $   7,959
  Due to related party                                                 137,734             130,543
                                                                     ---------           ---------

                                                                       151,338             138,502
                                                                     ---------           ---------

STOCKHOLDERS' DEFICIT
  Common stock
   Authorized:
     100,000,000 shares; par value $0.001
   Issued and outstanding:
     12,658,000 shares (September 30, 2008: 12,658,000)                 12,658              12,658
  Additional paid-in capital                                           278,542             278,542
  Deficit accumulated during the development stage                    (442,538)
                                                                     ---------           ---------

                                                                      (151,338)           (138,339)
                                                                     ---------           ---------

                                                                     $      --           $     163
                                                                     =========           =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                                  NETFONE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       June 8, 2004
                                            Three months ended               Six months ended         (Inception) to
                                         March 31,      March 31,        March 31,      March 31,        March 31,
                                           2009           2008             2009           2008             2009
                                        -----------    -----------      -----------    -----------      -----------
<S>                                     <C>            <C>              <C>            <C>              <C>
REVENUE                                 $        --    $        --      $        --    $        --      $    12,000
                                        -----------    -----------      -----------    -----------      -----------
EXPENSES
  Accounting fees                             1,500          4,558            3,000          6,058           86,369
  Depreciation                                   --            227               --            227               52
  Bank fees and interest                         33             46               84             91              585
  Consulting fees                                --             --               --             --           14,623
  Equipment write off                            --             --               --             --            1,358
  Filing fees                                 3,052            199            3,052          1,701           11,268
  Legal fees                                  3,963            925            3,963          1,578           49,818
  Foreign exchange gain                          --             --               --             --             (748)
  Office and general expenses                 2,900             73            2,900             73            3,806
                                        -----------    -----------      -----------    -----------      -----------
                                             11,448          6,028           12,999          9,728          167,131
                                        -----------    -----------      -----------    -----------      -----------

NET LOSS FROM CONTINUED OPERATIONS           11,448          6,028           12,999          9,728          155,131
                                        -----------    -----------      -----------    -----------      -----------
DISCONTINUED OPERATIONS
    Loss  from operations                        --             --               --             --         (333,472)
    Gain on sale of subsidiary                   --             --               --             --           46,065
                                        -----------    -----------      -----------    -----------      -----------

NET LOSS                                $    11,448    $     6,028      $    12,999    $     9,728      $   442,538
                                        ===========    ===========      ===========    ===========      ===========
BASIC AND DILUTED NET
LOSS PER SHARE                          $     (0.00)   $     (0.00)     $     (0.00)   $     (0.00)
                                        ===========    ===========      ===========    ===========
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING             12,658,000     12,658,000       12,658,000     12,658,000
                                        ===========    ===========      ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                                  NETFONE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           June 8, 2004
                                                                Six months ended          (Inception) to
                                                            March 31,       March 31,        March 31,
                                                              2009            2008             2009
                                                            ---------       ---------        ---------
<S>                                                         <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                  $ (12,999)      $  (9,728)       $(155,131)
  Add item not affecting cash
    Equipment write-off                                            --              --            1,358
    Amortization                                                   --             227               52
    Receivable write-off                                           --              --              307
  Changes in operating assets and liabilities
    Accounts receivable                                            --              --             (307)
    Accounts payable and accrued liabilities                    5,645         (13,442)          13,604
                                                            ---------       ---------        ---------
Net cash used in continuing operations                         (7,354)        (22,943)        (140,117)

Net cash used in discontinued operations                           --              --         (312,407)
                                                            ---------       ---------        ---------

Net cash used in operating activities                          (7,354)        (22,943)        (452,524)
                                                            ---------       ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Due to related party                                          7,191          21,300          137,734
  Proceeds from sale of Netfone Services Inc.                      --              --           25,000
  Proceeds of common stock issuances                               --              --          291,200
                                                            ---------       ---------        ---------
Net cash provided by financing activities                       7,191          21,300          453,934
                                                            ---------       ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Equipment additions                                              --              --           (1,410)
                                                            ---------       ---------        ---------
Net cash used in investing activities                              --              --           (1,410)
                                                            ---------       ---------        ---------

NET DECREASE IN CASH                                             (163)         (1,643)              --

CASH, BEGINNING                                                   163           3,655               --
                                                            ---------       ---------        ---------

CASH, ENDING                                                $      --       $   2,012        $      --
                                                            =========       =========        =========

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                      $      --       $      --        $      --
                                                            =========       =========        =========
Cash paid for taxes                                         $      --       $      --        $      --
                                                            =========       =========        =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                                  NETFONE, INC.
                          (A Development Stage Company)
                        NOTE TO THE FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)


Note 1 Basis of Presentation

The accompanying  unaudited interim  financial  statements have been prepared in
accordance  with United States  generally  accepted  accounting  principles  for
interim  financial  information  and  with  the  rules  and  regulations  of the
Securities and Exchange Commission ("SEC").  They do not include all information
and footnotes required by United States generally accepted accounting principles
for complete financial  statements.  However,  except as disclosed herein, there
has been no material  changes in the  information  disclosed in the notes to the
financial  statements  for the year ended  September  30,  2008  included in the
Company's  Annual Report on Form 10-K filed with the SEC. The unaudited  interim
financial  statements  should  be  read  in  conjunction  with  those  financial
statements  included  in the  Form  10-K.  In the  opinion  of  Management,  all
adjustments  considered necessary for a fair presentation,  consisting solely of
normal  recurring  adjustments,  have been made.  Operating  results for the six
months ended March 31, 2009 are not  necessarily  indicative of the results that
may be expected for the year ending September 30, 2009.


                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

                           FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is
defined in the Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled "Risk Factors", that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles. In this
quarterly report, unless otherwise specified, all dollar amounts are expressed
in United States dollars. All references to "common shares" refer to the common
shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", and "Netfone"
means Netfone, Inc. and our wholly owned subsidiary, Netfone Services, Inc.,
unless otherwise indicated.

GENERAL

We have sold NetFone Services Inc (our wholly-owned Canadian subsidiary
providing internet protocol phone service). We were incorporated in the State of
Nevada on June 8, 2004. From inception of our business on June 8, 2004, we were
engaged in the development of communication technology and services for internet
protocol (IP), telephony and video applications.

The address of our principal executive office is 5100 Westheimer, Suite 200,
Houston, TX, 77056. Our telephone number is 713-968-7569.

OUR CURRENT BUSINESS

Management has determined that we will become engaged in the business of
providing facsimilie by e-mail and virtual calling card services. We ceased our
efforts to be a IP Voice Application Service Provider as of March 9, 2007.
Management has based its decision based on the belief that the new direction for
our business will be better for the company.

The first purchase order is for Asterfax, a software application. Using this
software application, users can send and receive faxes using a standard e-mail
account without having to install any software on their computers. The software
simply translates a normal e-mail message into a fax message for sending faxes
and can also translate information back the other way when receiving faxes into
an e-mail message.

Our purchase orders with Asterisk IT and Arezqui Belaid, which form the basis of
our contractual obligations to Asterisk IT and Arezqui Belaid, are attached as
exhibits to this Form 10-Q.

                                       7
<PAGE>
RESULTS OF OPERATIONS

From the date of our incorporation on June 8, 2004 to March 31, 2009, we have
been a development stage company that has generated minimal revenues. During the
year-ended September 30, 2008, we generated $12,000 in revenues.

THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2009 COMPARED WITH THE THREE MONTH
PERIOD ENDED MARCH 31, 2009.

We posted an operating loss of $11,448 and $12,999 for the three and six month
periods ended March 31, 2009 compared to operating losses of $6,028 and $9,728
for the three and six month periods ended March 31, 2008, and operating losses
of $167,131 since inception to March 31, 2009.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

From inception on June 8, 2004 we have been engaged in the development of
communication technology and services for internet protocol (IP), telephony and
video applications. We primarily focused on the development and sales of voice
over internet protocol (VoIP) services. We have sold NetFone Services Inc (our
wholly-owned Canadian subsidiary providing internet protocol phone service). We
are in the process of developing our virtual calling card and internet fax
offering. We expect that we will be able to offer service toward the end of
2009. Principal capital resources have been acquired through the issuance of
common stock.

At March 31, 2009, we had a working capital deficit of $151,338.

At March 31, 2009, we had assets of $Nil.

At March 31, 2009, our total liabilities were $151,338.

At March 31, 2009 we had cash on hand of $Nil.

PLAN OF OPERATION

We intend to continue the development of our business. Our personnel are
continuously evaluating new opportunities that become available to better our
product offering. This includes:

     *    To develop our new product line focusing on virtual calling cards and
          internet faxing;

     *    Evaluating internet, managed IP network and public switched telephone
          network providers to extend our services, better their quality and
          reduce their cost; and

We anticipate we will require up to $80,000 - $100,000 for the 12 months ending
December 31, 2008 to fund our obligations in respect of our product development
and for our ongoing operational expenses.

DEVELOPMENT AND DEPLOYMENT PLAN

Over the next twelve months, we will be continuously developing and improving
our products. We will:

     *    Bring to general availability our virtual calling card and internet
          faxing products; and

     *    Improve service and introduce new features

                                       8
<PAGE>
EMPLOYEES

As of March 31, 2009, we have no employees.

RESEARCH AND DEVELOPMENT

We did not spend any specific funds on research and development activities
during the quarter ended March 31, 2009, other than expenses that were generally
incurred in the development of our business. We expect that our annual research
and development expenses will increase as we complete work on other products
that are currently in development.

MARKETING AND SALES PLAN

Over the next 12 months, we will continue to develop a sales agent team that
will hopefully drive both direct and indirect sales. Eventually, sales agents
will be managed by regional sale managers. All sale managers and sales agents
will be commission-based independent contractors.

PERSONNEL PLAN

We do not currently plan to add more personnel to our company. As we start
offering service, we will consider outsourcing customer support or hiring
additional personnel.

CASH REQUIREMENTS

Presently, our revenues are not sufficient to meet our operating and capital
expenses. Management projects that we will require additional funding to expand
our current operations, although we anticipate that our current funds will
enable us to address our minimal current and ongoing expenses and continue with
the marketing and promotion activity connected with the development and
marketing of our virtual calling card and fax products and services throughout
the period ending March 31, 2009.

There is some doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon the successful and sufficient
market acceptance of new virtual calling card and fax products and services, the
continuing successful promotion of our virtual calling card and fax products and
services, obtaining additional financing, and finally, maintaining a break even
or profitable level of operations. The issuance of additional equity securities
by us will result in a dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

We have incurred operating losses since inception. As we had cash on hand of
$Nil as at March 31, 2009, management projects that we may require an additional
$150,000 to fund our ongoing operating expenditures, offering expenses and
working capital requirements for the twelve month period ending March 31, 2010,
broken down as follows:

Estimated Funding Required During the Twelve Month Period Ending March 31, 2010

             Operating expenditures
               Marketing & Sales                           $25,000
               General and Administrative                  $15,000
               Product development and deployment          $30,000
               Working capital                             $20,000
                                                           -------

             Total (including Offering Costs)              $90,000
                                                           =======

                                       9
<PAGE>
Due to the uncertainty of our ability to meet our current operating and capital
expenses, in their report on the annual financial statements for the period from
incorporation on June 8, 2004 to September 30, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

There are no assurances that we will be able to obtain further funds as may be
required for our continued operations. If required, we will pursue various
financing alternatives to meet our immediate and long-term financial
requirements, which we anticipate will consist of further private placements of
equity securities, advances from related parties or shareholder loans. We have
not entered into any definitive agreements with any shareholders or related
parties for the provision of loans or advances. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will not be able to meet
our other obligations as they become due and we will be forced to scale down or
perhaps even cease our operations.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not anticipate that we will expend any significant amount on equipment for
our present or future operations.

GOING CONCERN

Due to our being a development stage company and not having generated revenues,
in their report on our financial statements for the period from incorporation on
June 8, 2004 to March 31, 2009, our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.
Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure.

We have historically incurred losses, and through March 31, 2009 have incurred
losses of $442,538 from our inception. Because of these historical losses, we
will require additional working capital to develop our business operations. We
intend to raise additional working capital through private placements, public
offerings, bank financing and/or advances from related parties or shareholder
loans.

The continuation of our business is dependent upon obtaining further financing
and achieving a break even or profitable level of operations. The issuance of
additional equity securities by us could result in a significant dilution in the
equity interests of our current or future stockholders. Obtaining commercial
loans, assuming those loans would be available, will increase our liabilities
and future cash commitments.

There are no assurances that we will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placements, public offerings
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available we may not increase our operations.

These conditions raise substantial doubt about our ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. We believe that understanding the basis and nature of the estimates

                                       10
<PAGE>
and assumptions involved with the following aspects of our financial statements
is critical to an understanding of our financials.

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

For purposes of the cash flow statements, we consider all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.

Property and equipment are stated at cost and depreciated using the declining
balance method over estimated economic useful life of 5 years. Maintenance and
repairs are charged to expense as incurred. Major improvements are capitalized.

The carrying amounts of our stockholder loan payable approximate fair value due
to the relatively short period to maturity for this instrument.

We account for income taxes under the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

We recognize revenue when persuasive evidence of an arrangement exists, delivery
has occurred, the fee is fixed or determinable and collectability is assured. We
recognize revenue from usage, storage and system modifications at the time the
services are performed.

Basic and diluted net loss per common share is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting Standards
No. 128, "Earnings Per Share." As of March 31, 2009 and 2008, there were no
common share equivalents outstanding.

DEVELOPMENT STAGE COMPANY

We comply with Financial Accounting Standard Board Statement (FAS) No. 7 and The
Securities and Exchange Commission Act Guide 7 for our characterization as
development stage.

CAPITAL ASSETS AND AMORTIZATION

Capital assets consist of software and are recorded at cost. Amortization is
provided using the straight-line method over three years, the estimated useful
life of the asset.

IMPAIRMENT OF LONG-LIVED ASSETS

Capital assets are reviewed for impairment in accordance with FAS No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets". Under FAS 144,
these assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized for the amount, if any, which the carrying value
of the asset exceeds the fair value.

                                       11
<PAGE>
BASIC LOSS PER SHARE

We report basic loss per share in accordance with FAS No. 128 "Earnings per
Share". Basic loss per share is computed using the weighted average number of
shares outstanding during the period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of our financial instruments consisting of cash and accounts
payable and accrued liabilities approximate their carrying value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that we are not exposed to significant interest, currency
or credit risks arising from these financial instruments.

COMPREHENSIVE LOSS

We have adopted FAS No. 130 "Reporting Comprehensive Income". Comprehensive loss
is comprised of net loss and foreign currency translation adjustments.

RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on the
accompanying financial statements.

RISK FACTORS

Much of the information included in this quarterly report includes or is based
upon estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.

Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. We caution readers of this
quarterly report that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward-looking statements". In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.

THE FACT THAT WE HAVE NOT EARNED SUBSTANTIAL REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have generated small revenues since our incorporation and we will continue to
incur operating loss for the foreseeable future. We had cash in the amount of
$Nil as of March 31, 2009. We estimate our average monthly operating expenses to
be approximately $25,000. As a result, we need to generate significant revenues
from our operations or acquire financing. We cannot assure that we will be able
to successfully explore and develop our business. These circumstances raise
substantial doubt about our ability to continue as a going concern as described
in an explanatory paragraph to our independent auditors' report on our financial
statements for the year ended September 30, 2008.

                                       12
<PAGE>
WE HAVE BEEN UNABLE TO FUND OUR OPERATIONS WITH INTERNALLY GENERATED FUNDS
BECAUSE OUR BUSINESS HAS NOT GENERATED SUBSTANTIAL REVENUE. WITHOUT ADDITIONAL
FINANCING, WE WILL NEED TO GENERATE FUNDS INTERNALLY TO FUND OUR OPERATIONS
DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 2009 OR WE WILL BE UNABLE TO
CONTINUE OUR OPERATIONS AND BUSINESS.

We currently do not have any operations which generate substantial income or
cash flow. We have not generated substantial revenues since our incorporation
and we have required and will continue to require substantial capital to fund
the operation and development of our business (estimated at $150,000 for the 12
month period ending March 31, 2010). We will not generate any material funds
internally in the near future. If we are unable to generate revenue from our
business during the fiscal year ending September 30, 2009, we may be forced to
delay, scale back, or eliminate our sales activities. If any of these actions
were to become necessary, we may not be able to continue to operate our business
and if this event happens, then there is a substantial risk our business would
fail.

WE HAVE NOT GENERATED SUBSTANTIAL REVENUE FROM OUR BUSINESS AND WE MAY NEED TO
RAISE ADDITIONAL FUNDS IN THE NEAR FUTURE. IF WE ARE NOT ABLE TO OBTAIN FUTURE
FINANCING WHEN REQUIRED, WE MIGHT BE FORCED TO DISCONTINUE OUR BUSINESS.

Because we have not generated substantial revenue from our business and we
cannot anticipate when we will be able to generate revenue from our business, we
will need to raise additional funds for the future development of our business
and to respond to unanticipated requirements or expenses. We anticipate that we
will need to raise further financing for the 12 month period ending March 31,
2010 in the approximate amount of $150,000. We do not currently have any
arrangements for financing and we can provide no assurance to investors we will
be able to find such financing if required. The most likely source of future
funds presently available to us is through the sale of equity capital. Any sale
of share capital will result in dilution to existing shareholders. Furthermore,
there is no assurance that we will not incur debt in the future, that we will
have sufficient funds to repay our future indebtedness or that we will not
default on our future debts, jeopardising our business viability. Finally, we
may not be able to borrow or raise additional capital in the future to meet our
needs or to otherwise provide the capital necessary to conduct business, which
might result in the loss of some or all of your investment in our common stock.

THE LOSS OF CHARLES EL-MOUSSA MAY AFFECT OUR ABILITY TO RAISE ADDITIONAL
CAPITAL.

Our president, secretary and treasurer, Charles El-Moussa, was instrumental in
the development of our business and the development of our fund raising strategy
and locating the sources of our capital. Our ability to raise additional capital
depends upon the continued service and performance of Mr. El-Moussa.

BECAUSE OUR OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS CONTROL A MAJORITY OF
OUR COMMON STOCK, INVESTORS WILL HAVE LITTLE OR NO CONTROL OVER OUR MANAGEMENT
OR OTHER MATTERS REQUIRING SHAREHOLDER APPROVAL.

Our officers and directors, in the aggregate, beneficially own 63.6% of issued
and outstanding shares of our common stock. As a result, they have the ability
to control matters affecting minority shareholders, including the election of
our directors, the acquisition or disposition of our assets, and the future
issuance of our shares. Because our officers, directors and principal
shareholders control the company, investors will not be able to replace our
management if they disagree with the way our business is being run. Because
control by these insiders could result in management making decisions that are
in the best interest of those insiders and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.

THE VIRTUAL CALLING CARD AND INTERNET FAXING MARKET IS SUBJECT TO RAPID
TECHNOLOGICAL CHANGE AND WE DEPEND ON NEW PRODUCT INTRODUCTION IN ORDER TO
MAINTAIN AND GROW OUR BUSINESS.

The virtual calling card and internet faxing market that is characterized by
rapid changes in customer requirements, frequent introductions of new and
enhanced products and services, and continuing and rapid technological
advancement. To compete successfully in this emerging market, we must continue
to design, develop, and sell new and enhanced services that provide increasingly
higher levels of performance and reliability at lower cost. These new and
enhanced products and services must take advantage of technological advancements
and changes, and respond to new customer requirements. Our success in designing,
developing, and selling such products and services will depend on a variety of
factors, including:

                                       13
<PAGE>
     *    the identification of market demand for new products and services;
     *    the scalability of our deployed platforms;
     *    product and feature selection;
     *    timely implementation of product and service offering;
     *    service performance;
     *    cost-effectiveness of service; and;
     *    success of promotional efforts.

We currently deploy software from vendors which we will use to serve virtual
calling card and internet faxing to our customers. Should these vendors fail or
stop adding features to their platform, our ability to effectively compete will
be affected.

Additionally, we may also be required to collaborate with third parties to
deploy services and may not be able to do so on a timely and cost-effective
basis, if at all. We have in the past experienced delays in the deployment of
our services and such delays will likely occur in the future. If we are unable,
due to resource constraints or technological or other reasons, to develop and
introduce new or enhanced services in a timely manner, if such new or enhanced
services do not achieve sufficient market acceptance, or if such new services
introductions decrease demand for existing services, our operating results would
decline and our business would not grow.

DECREASING TELECOMMUNICATIONS RATES MAY DIMINISH OR ELIMINATE OUR COMPETITIVE
PRICING ADVANTAGE.

Decreasing telecommunications rates may diminish or eliminate the competitive
pricing advantage of our services. International and domestic telecommunications
rates have decreased significantly over the last few years in most of the
markets in which we operate, and we anticipate that rates will continue to be
reduced in all of the markets in which we do business or expect to do business.
Users who select our services to take advantage of the current pricing
differential between traditional telecommunications rates and our rates may
switch to traditional telecommunications carriers as such pricing differentials
diminish or disappear, and we will be unable to use such pricing differentials
to attract new customers in the future. In addition, our ability to market our
services to other service providers depends upon the existence of spreads
between the rates offered by us and the rates offered by traditional
telecommunications carriers, as well as a spread between the retail and
wholesale rates charged by the carriers from which we obtain wholesale services.
Continued rate decreases will require us to lower our rates to remain
competitive and will reduce or possibly eliminate our gross profit from our
services. If telecommunications rates continue to decline, we may lose users for
our services.

WE ARE A SMALL COMPANY WITH LIMITED RESOURCES COMPARED TO SOME OF OUR CURRENT
AND POTENTIAL COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND
INCREASE MARKET SHARE. ALSO INTENSE COMPETITION IN THE MARKETS IN WHICH WE
COMPETE COULD PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND PREVENT
US FROM ACHIEVING PROFITABILITY.

Most of our current and potential competitors have longer operating histories,
significantly greater resources and name recognition and a larger base of
customers than we have. As a result, these competitors may have greater
credibility with our existing and potential customers. They also may be able to
adopt more aggressive pricing policies and devote greater resources to the
development, promotion and sale of their products than we can to ours. Our
competitors may also offer bundled service arrangements offering a more complete
product despite the technical merits or advantages of our products. These
competitors include calling card companies such as Phonetime and Goldline.

To be competitive, we must continue to invest significant resources in research
and development, sales and marketing, and customer support. We may not have
sufficient resources to make these investments or to make the technological
advances necessary to be competitive, which in turn will cause our business to
suffer and restrict our profitability potential.

                                       14
<PAGE>
OUR SUCCESS DEPENDS ON THIRD PARTIES IN OUR DISTRIBUTION CHANNELS.

We intend to sell our products directly to consumers and through resellers, and
will be focusing efforts on our distribution channels. Our future revenue growth
will depend on large part in sales of our products through reseller and other
distribution relationships. We may not be successful in developing distribution
relationships. Entities that distribute our products may compete with us. In
addition, distributors and resellers may not dedicate sufficient resources or
give sufficient priority to selling our products. Our failure to develop
distribution channels, the loss of a distribution relationship or a decline in
the efforts of a material reseller or distributor could prevent us from
generating sufficient revenues to become profitable.

WE NEED TO RETAIN KEY PERSONNEL TO SUPPORT OUR PRODUCTS AND ONGOING OPERATIONS.

The development and marketing of our virtual calling card and internet faxing
products will continue to place a significant strain on our limited personnel,
management, and other resources. Our future success depends upon the continued
services of our executive officers and contractors who have critical industry
experience and relationships that we rely on to implement our business plan. The
loss of the services of our president Charles El-Moussa and contractors could
delay the development and introduction of, and negatively impact our ability to
sell our products which could adversely affect our financial results and impair
our growth. We currently do not maintain key person life insurance policies on
any of our employees. We currently hire several contractors including the
president of the company, Charles El-Moussa. We have a consulting agreement with
our president, Charles El-Moussa, which is terminable at the will of either
party. The agreement is non-exclusive and, as a result, Mr. El-Moussa may
provide consulting services to other companies, on the condition that such
services do not conflict with the terms of our consulting agreement. Should Mr.
El-Moussa provide consulting services to another company, this would detract
from the attention paid to our operations and as a result would slow our product
development and marketing efforts.

WE RELY ON THIRD-PARTY COMPANIES PRODUCTS FOR OUR VIRTUAL CALLING CARD AND
INTERNET FAXING SERVICE. THESE INCLUDE THE APPLICATION SERVER. ANY DELAY,
INTERRUPTION OR FINANCIAL DIFFICULTIES BY THESE VENDORS WOULD RESULT IN DELAYED
OR REDUCED SHIPMENTS TO OUR CUSTOMERS AND MAY HARM OUR BUSINESS.

We do not have long-term purchase agreements with any of our suppliers. There
can be no assurance that our suppliers will be able to or willing to reliably
deliver products, in volumes, on a cost-effective basis or in a timely manner.
For our application server software and services, we rely on vendors whose
financial stability or commitment to the service is unknown to us.

WE RELY ON SUBCONTRACTORS FOR THE PROGRAMMING AND MAINTENANCE OF CRITICAL
ELEMENTS OF OUR PRODUCTS AND SERVICES. THIS INCLUDES THE WEB-BASED SERVICE
SIGN-UP INTERFACE, INTEGRATING THE BILLING PROCESS AND THE BASIC MAINTENANCE AND
BACKUP OF OUR SERVERS.

While we perform most of our server maintenance internally, we rely on
subcontractors for tasks such as firewall protection, application of security
patches and regular backup of our servers' data.

Since we do not have long term contract with these subcontractors with penalty
clauses for non-delivery, there is no assurance that they will continue to
reliably deliver the above services. Should a subcontractor cease to provide
their services to us, our operations will be terminated until such time as we
can locate and retain a replacement subcontractor.

WE RELY ON THIRD PARTY NETWORK SERVICE PROVIDERS TO ORIGINATE AND TERMINATE
SUBSTANTIALLY ALL OF OUR PUBLIC SWITCHED TELEPHONE NETWORK CALLS.

Our service depends on the availability of third party network service providers
that provide telephone numbers and public switched telephone network (PSTN) call
termination and origination services for our customers. Many of these network
service providers have been affected by the downturn in the telecommunications
industry and may be forced to terminate the services that we will depend on. The
time to interface our technology to another network service provider, if
available, and the time to transfer our customer's numbers to the new carrier,
if at all possible may take up to two months, would impair our operations and
ability to generate revenue.

                                       15
<PAGE>
There can be no assurance that any service provider will be able or willing to
supply services to us in the future or that we will be successful in signing up
alternative or additional providers.

IF OUR PRODUCTS AND SERVICES DO NOT INTEROPERATE WITH OUR CUSTOMERS' NETWORKS
AND BACK-END PROCESSES (SUCH AS BILLING SOFTWARE, CUSTOMER SUPPORT SOFTWARE,
MONITORING SOFTWARE), ORDERS FOR OUR PRODUCTS AND SERVICES WILL BE DELAYED OR
CANCELLED, WHICH COULD HARM OUR BUSINESS.

Many of the potential wholesale customers for our service may request that our
products and services be designed to interoperate with their existing networks
and back-end processes, each of which may have different specifications and use
multiple standards. Our customers' networks and back-end processes may contain
multiple generations of products from different vendors that have been added
over time. Our products and services must interoperate with these products as
well as with future products in order to meet our customers' requirements. In
some cases, we may be required to modify our products and services to achieve a
sale, which may result in a longer sales cycle, increased research and
development expense, and reduced operating margins. If our products and services
do not interoperate with existing equipment or software in our customers'
networks, installations could be delayed, or orders for our products and
services could be cancelled.

WE MAY HAVE DIFFICULTY IDENTIFYING THE SOURCE OF THE PROBLEM WHEN THERE IS A
PROBLEM IN A NETWORK.

Our service must successfully integrate with products from other vendors, such
as gateways to traditional telephone systems. As a result, when problems occur
in a network, it may be difficult to identify the source of the problem. The
occurrence of hardware and software errors, whether caused by our service or
another vendor's products, may result in the delay or loss of market acceptance
of our products and any necessary revisions may force us to incur significant
expenses.

IF WE DO NOT DEVELOP AND MAINTAIN SUCCESSFUL PARTNERSHIPS FOR VIRTUAL CALLING
CARD AND INTERNET FAXING PRODUCTS, WE MAY NOT BE ABLE TO SUCCESSFULLY MARKET OUR
SOLUTIONS.

We are entering into new market areas and our success is partly dependent on our
ability to forge new marketing and engineering partnerships. Virtual calling
card and internet faxing systems are extremely complex and few, if any,
companies possess all the required technology components needed to build a
complete end to end solution. We will likely need to enter into partnerships to
augment our capabilities and to assist us in marketing complete solutions to our
targeted customers. We may not be able to develop such partnerships in the
course of our product development due to our products not being compatible or
our competitors developing such partnerships before we are able to. Even if we
do establish the necessary partnerships, we may not be able to adequately
capitalize on these partnerships to aid in the success of our business as a
result of any potential conflicts, differing strategies or other difficulties
with such partners. In addition, such partnerships may require minimum financial
commitments on our parts that we may not be able to meet.

THE FAILURE OF IP NETWORKS TO MEET THE RELIABILITY AND QUALITY STANDARDS
REQUIRED FOR VOICE, FAX AND VIDEO COMMUNICATIONS COULD RENDER OUR PRODUCTS
OBSOLETE.

Circuit-switched telephony networks feature very high reliability, with a
guaranteed quality of service. In addition, such networks have imperceptible
delay and consistently satisfactory audio quality. Emerging broadband IP
networks, such as LANs, Wide Area Networks, and the internet, or emerging last
mile technologies such as cable, digital subscriber lines, and wireless local
loop, may not be suitable for telephony unless such networks and technologies
can provide reliability and quality consistent with these standards. IP networks
do not currently have the same reliability as circuit-switched telephony
networks and may never do so in the foreseeable future. This is especially true
for the public internet which is used by our subscribers to connect to our
service. The public internet suffers from problems associated with traffic
congestion and uneven performance.

                                       16
<PAGE>
FUTURE LEGISLATION OR REGULATION OF THE INTERNET AND/OR VOICE AND/OR FAXING OVER
IP SERVICES COULD RESTRICT OUR BUSINESS, PREVENT US FROM OFFERING SERVICE OR
INCREASE OUR COST OF DOING BUSINESS.

At present there are few laws, regulations or rulings that specifically address
access to or commerce on the internet, including IP telephony. We are unable to
predict the impact, if any, that future legislation, legal decisions or
regulations concerning the internet may have on our business, financial
condition, and results of operations. Regulation may be targeted towards, among
other things, assessing access or settlement charges, imposing taxes related to
internet communications, imposing tariffs or regulations based on encryption
concerns or the characteristics and quality of products and services.

The effects of federal or provincial regulatory actions could have a material
adverse effect on our business, financial condition and operating results.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS OF OTHERS COULD PREVENT US FROM
USING NECESSARY TECHNOLOGY TO PROVIDE VIRTUAL CALLING CARD AND INTERNET FAXING
SERVICES.

While we do not know of any technologies that are patented by others that we
believe are necessary for us to provide our services, certain necessary
technology may in fact be patented by other parties either now or in the future.
If such technology were held under patent by another person, we would have to
negotiate a license for the use of that certain technology. We may not be able
to negotiate such a license at a price that is acceptable. The existence of such
a patent, or our inability to negotiate a license for any such technology on
acceptable terms, could force us to cease using such technology and offering
products and services incorporating such technology.

IF WE DISCOVER PRODUCT DEFECTS, WE MAY HAVE PRODUCT-RELATED LIABILITIES WHICH
MAY CAUSE US TO LOSE REVENUES OR DELAY MARKET ACCEPTANCE OF OUR PRODUCTS.

Products and services as complex as those we will offer frequently contain
errors, defects, and functional limitations when first introduced or as new
versions are released. We have in the past experienced such errors, defects or
functional limitations. We will sell products and services into markets that are
extremely demanding of robust, reliable, fully functional products and services.
Therefore, delivery of products and services with production defects or
reliability, quality or compatibility problems could significantly delay or
hinder market acceptance of such products and services, which could damage our
credibility with our customers and adversely affect our ability to retain our
existing customers and to attract new customers. Moreover, such errors, defects
or functional limitations could cause problems, interruptions, delays or a
cessation of sales to our customers. Alleviating such problems may require
significant expenditures of capital and resources by us. Despite our testing,
our suppliers or our customers may find errors, defects or functional
limitations in new products and services after commencement of commercial
production. This could result in additional development costs, loss of, or
delays in, market acceptance, diversion of technical and other resources from
our other development efforts, product repair or replacement costs, claims by
our customers or others against us, or the loss of credibility with prospective
customers.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board service of the National
Association of Securities Dealers. Trading in stock quoted on the OTC Bulletin
Board is often thin and characterized by wide fluctuations in trading prices,
due to many factors that may have little to do with the company's operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of the shares.

                                       17
<PAGE>
SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE PUBLIC
MARKET BY THE SELLING STOCKHOLDERS MAY RESULT IN SIGNIFICANT DOWNWARD PRESSURE
ON THE PRICE OF OUR COMMON STOCK AND COULD AFFECT THE ABILITY OF OUR
STOCKHOLDERS TO REALIZE ANY CURRENT TRADING PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
could cause a reduction in the market price of our common stock, when and if
such market develops. When our registration statement was declared effective,
the selling stockholders had the ability to sell up to 33% of the issued and
outstanding shares of our common stock. As a result of such registration
statement, a substantial number of our shares of common stock which have been
issued may be available for immediate resale when and if a market develops for
our common stock, which would have the effect of decreasing the price of our
common stock. As a result of any such decreases in price of our common stock,
purchasers who acquire shares from the selling stockholders may lose some or all
of their investment.

Any significant downward pressure on the price of our common stock as the
selling stockholders sell the shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock, which may result in
the loss of some or all of an investment in our common stock.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND THE NADSD'S SALES PRACTICE REQUIREMENTS, WHICH MAY
LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the NASD has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the NASD believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The NASD requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock.

                                       18
<PAGE>
OTHER RISKS

BECAUSE SOME OF OUR OFFICERS AND DIRECTORS ARE LOCATED IN NON-U.S.
JURISDICTIONS, YOU MAY HAVE NO EFFECTIVE RECOURSE AGAINST THE MANAGEMENT FOR
MISCONDUCT AND MAY NOT BE ABLE TO ENFORCE JUDGEMENT AND CIVIL LIABILITIES
AGAINST OUR OFFICERS, DIRECTORS, EXPERTS AND AGENTS.

All of our directors and officers are nationals and/or residents of countries
other than the United States, specifically Canada, and all or a substantial
portion of such persons' assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against our officers or directors, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof. Similar difficulties will exist for
enforcements of judgments against our Canadian operating subsidiary that we
utilize, or any effort to attach the assets of such subsidiary, to the extent
that such assets are located outside of the United States.

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this quarterly report, being March 31, 2009, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our company's management, including
our company's president and chief financial officer. Based upon that evaluation,
our company's president along with our company's chief financial officer
concluded that our company's disclosure controls and procedures are effective as
at the end of the period covered by this report. There have been no changes in
our company's internal controls that occurred during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect our internal controls subsequent to the date we carried our evaluation.

Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our president and chief
financial officer as appropriate, to allow timely decisions regarding required
disclosure.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

                                       19
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits Required by Item 601 of Regulation S-B.

(3) CHARTER AND BY-LAWS

3.1   Articles of Incorporation (incorporated by to our Registration Statement
      on Form SB-2 filed December 1, 2004)

3.2   By-laws (incorporated by to our Registration Statement on Form SB-2 filed
      December 1, 2004)

(10) MATERIAL CONTRACTS

10.1  Consulting Agreement dated July 1, 2004 between Rafeh Hulays and Netfone
      Services Inc. (incorporated by to our Registration Statement on Form SB-2
      filed December 1, 2004)

10.2  Form of Subscription Agreement (incorporated by to our Registration
      Statement on Form SB-2 filed December 1, 2004)

10.3  Purchase Order to Asterisk IT Pty Ltd. dated January 4, 2007 (incorporated
      by reference from our current report on Form 8-K filed January 10, 2007)

10.4  Purchase Order to Arezqui Belaid dated January 4, 2007 (incorporated by
      reference from our current report on Form 8-K filed January 10, 2007)

(31) SECTION 302 CERTIFICATIONS

31.1* Certification of Charles El-Moussa

(32) SECTION 906 CERTIFICATIONS

32.1* Certification of Charles El-Moussa

----------
* filed herewith

                                       20
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NETFONE, INC.

By: /s/ Charles El-Moussa
   ---------------------------------------------------------------
   Charles El-Moussa, President, Secretary, Treasurer and Director
   (Principal Executive Officer, Principal Financial Officer
   and Principal Accounting Officer)

Date: May 15, 2010