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

                              AMENDMENT TO FORM S-3
                                       ON
                                    FORM SB-2
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                FONEFRIEND, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN OUR CHARTER)

                                    Delaware
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

               4813                                      33-0611753
     (PRIMARY STANDARD INDUSTRIAL                    (I.R.S. EMPLOYER
      CLASSIFICATION CODE NUMBER)                    IDENTIFICATION NO.)

                          14545 Friar Street, Suite 103
                           Van Nuys, California 91411
                                 (818) 376-1616
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                                Jackelyn Giroux
                                    President
                                FoneFriend, Inc.
                          14545 Friar Street, Suite 103
                           Van Nuys, California 91411
                                 (818) 376-1616
               (NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)

                                   COPIES TO:

                            Harold H. Martin, Esquire
                      Law Offices of Harold H. Martin, P.A.
                         17111 Kenton Drive, Suite 204B
                        Cornelius, North Carolina 28031
                              (704) 894-9760 Office
                               (704) 894-9759 Fax

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this registration statement.

If  any  of  the Securities being registered on this Form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  as  amended,  check  the  following  box:  [X]

If this Form is filed to register additional securities for an offering pursuant
to  Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the earlier effective
registration  statement  for  the  same  offering.  [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities Act of 1933, check the following box and list the Securities Act
of  1933  registration  statement  number  of the earlier effective registration
statement  for  the  same  offering.  [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(d) under
the  Securities Act of 1933, check the following box and list the Securities Act
of  1933  registration  statement  number  of the earlier effective registration
statement  for  the  same  offering.  [ ]

If  delivery  of  the  prospectus  is  expected to be made pursuant to Rule 434,
please  check  the  following  box.  [ ]




Title of
Each class                     Proposed         Proposed
of Securities    Amount        Maximum          Maximum            Amount of
to be            to be         Offering Price   Aggregate          Registration
Registered       Registered    Per Share (1)    Offering Price(1)  Fee (1)
----------       ----------    ---------------  ----------------   ------------
                                                       

Common Stock     17,950,000          $.17          $3,051,500         $386.63
($.001 par       (2)
value)
----------       ----------    ---------------  ----------------   ------------
Totals           17,950,000                        $3,051,500         $386.63
                                                                        (3)
----------       ----------    ---------------  ----------------   ------------




(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to  Rule  457 under the Securities Act of 1933, as amended (the "Securities
     Act"),  based  upon  the  average of the bid and asked price for the common
     stock  of $.17, as reported on the OTC Bulletin Board at February 26, 2004.

(2)  Pursuant  to  Rule 416(a) of the Securities Act this registration statement
     shall  be  deemed  to  cover  additional  securities that may be offered or
     issued  to prevent dilution resulting from stock splits, stock dividends or
     similar  transactions.

(3)  Registration  Fee  paid  to the Commission in connection with the filing of
     the  Company's  Registration  Statement  on  Form  S-3, Commission File No.
     333-113196.

The  information  in  this  prospectus  is  not complete and may be changed. Our
company  and  the  selling  shareholders may not sell these securities until the
registration  statement  filed  with  the  Securities and Exchange Commission is
effective.  This  prospectus  is not an offer to sell these securities and it is
not  soliciting an offer to buy these securities in any state where the offer or
sale  is  not  permitted.

We  hereby  amend  this  registration  statement on such date or dates as may be
necessary  to  delay  its effective date until we shall file a further amendment
which  specifically  states  that  this  Registration Statement shall thereafter
become  effective  in accordance with Section 8(a) of the Securities Act of 1933
or  until this Registration Statement shall become effective on such date as the
Commission,  acting  pursuant  to  Section  8(a)  may  determine.


              --The rest of this page is intentionally left blank--

                                17,950,000 SHARES

                                FONEFRIEND, INC.

                                  COMMON STOCK


This  prospectus  relates to the offering for sale of up to 17,950,000 shares of
our  common  stock,  par  value $.001, by the selling shareholders identified in
this  prospectus.  The  common  stock  covered by this prospectus includes up to
15,000,000 shares of common stock issuable from time to time to Dutchess Private
Equities Fund, L.P. ("Dutchess"), which will become a shareholder pursuant to an
Investment  Agreement.  The  prices  at  which all selling shareholders may sell
their shares will be determined by the prevailing market price for the shares or
through  negotiated  transactions.  We  are  not  selling any securities in this
offering and therefore will not receive any of the proceeds from the sale of the
shares.  We  will,  however,  receive proceeds from the sale of securities under
the  Investment Agreement, also referred to as an Equity Line of Credit, that we
have  entered  into  with  Dutchess,  which permits us to "put" up to $3 million
dollars  in  shares  of  common  stock to Dutchess. At no time will Dutchess own
shares sufficient to make it an "affiliate" of our company within the meaning of
the  Securities  Act  of 1933, as amended.  In addition, we may receive proceeds
from the exercise of options to purchase 200,000 shares of common stock that are
held  by Compass Capital Group, Inc. ("Compass Capital") at an exercise price of
$.20  per  share,  which shares are also being registered under this prospectus.
All  costs  associated  with  this  registration  will  be  borne  by  us.

The  selling  stockholders  consist  of:

Compass  Capital  Group,  Inc.                       700,000
Danzig,  Ltd.                                        150,000
Dutchess  Private  Equities  Fund,  L.P.          15,000,000
Lothar  Elsaessar                                    300,000
Greentree  Financial  Group,  Inc.                   250,000
Hans  Georg  Huetter                                 300,000
RR  Inv  Holdings,  Inc.                             900,000
The  Bulletin  Board  Productions,  LLC              350,000
                                                  ----------
                                                  17,950,000

Our  common  stock  is  quoted  on the Over-The-Counter Bulletin Board under the
symbol  FFRD.OB.  On  February  26,  2004,  the  last reported sale price of our
common  stock  was  $0.17  per  share.

Dutchess  may  be  deemed  to  be  an  "underwriter"  within  the meaning of the
Securities  Act  of  1933,  as  amended, in connection with the resale of common
stock  under  the  Investment Agreement.  Dutchess will pay us 94% of the lowest
closing  bid  price  of the common stock during the five consecutive trading day
period  immediately  following the date of our notice to them of our election to
put  shares  pursuant  to the Equity Line of Credit.  The shares to be issued to
Compass  Capital  and  registered  hereunder  represent  shares  issuable  upon
conversion  of  a  $100,000  convertible  promissory  note and issuable upon the
exercise  of  200,000  warrants  to  purchase  shares  of our common stock at an
exercise  price  of  $.20  per share.  The shares issued to Danzig, Ltd., Lothar
Elsaessar,  Greentree  Financial  Group,  Inc.,  Hans  George  Huetter,  RR  Inv
Holdings,  Inc.  and  The Bulletin Board Productions, LLC were issued in earlier
private  placements.  The  selling  shareholders will receive all of the amounts
received  upon  any  sale  by  them  of  the  common  stock,  less any brokerage
commissions  or  other  expenses  incurred  by  them.

THE  SHARES  HAVE  NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS OF ANY
STATE  OR  JURISDICTION  AS  OF  THE DATE OF THIS PROSPECTUS. BROKERS OR DEALERS
EFFECTING  TRANSACTIONS  IN  THE  SHARES  SHOULD CONFIRM THE REGISTRATION OF THE
SHARES  UNDER THE SECURITIES LAWS OF THE STATE IN WHICH SUCH TRANSACTIONS OCCUR,
OR  THE  EXISTENCE  OF  ANY  EXEMPTIONS  FROM  SUCH  REGISTRATION.
                                ----------------

THIS  INVESTMENT INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SECURITIES
ONLY  IF  YOU  CAN  AFFORD  A  COMPLETE  LOSS.

                    SEE "RISK FACTORS" BEGINNING ON PAGE 10.

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  OR  ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.

                                ----------------
      SUBJECT TO COMPLETION, THE DATE OF THIS PROSPECTUS IS MARCH 29, 2004.
                                ----------------

SPECIAL  NOTE  REGARDING  FORWARD  LOOKING  STATEMENTS:

THIS  PROSPECTUS  CONTAINS CERTAIN 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. FORWARD-LOOKING STATEMENTS DEAL WITH OUR CURRENT PLANS,
INTENTIONS,  BELIEFS  AND  EXPECTATIONS  AND  STATEMENTS  OF  FUTURE  ECONOMIC
PERFORMANCE. STATEMENTS CONTAINING TERMS SUCH AS "BELIEVES," "DOES NOT BELIEVE,"
"PLANS,"  "EXPECTS,"  "INTENDS," "ESTIMATES," "ANTICIPATES" AND OTHER PHRASES OF
SIMILAR  MEANING  ARE  CONSIDERED TO CONTAIN UNCERTAINTY AND ARE FORWARD LOOKING
STATEMENTS.

FORWARD-LOOKING  STATEMENTS  INVOLVE  KNOWN  AND UNKNOWN RISKS AND UNCERTAINTIES
WHICH  MAY  CAUSE OUR ACTUAL RESULTS IN FUTURE PERIODS TO DIFFER MATERIALLY FROM
WHAT  IS  CURRENTLY  ANTICIPATED.  WE  MAKE  CAUTIONARY  STATEMENTS  IN  CERTAIN
SECTIONS  OF  THIS  PROSPECTUS, INCLUDING UNDER "RISK FACTORS."  YOU SHOULD READ
THESE  CAUTIONARY  STATEMENTS AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING
STATEMENTS WHEREVER THEY APPEAR IN THIS PROSPECTUS, IN THE MATERIALS REFERRED TO
IN  THIS  PROSPECTUS,  IN  THE  MATERIALS  INCORPORATED  BY  REFERENCE INTO THIS
PROSPECTUS,  OR  IN  OUR  PRESS  RELEASES.

NO  FORWARD-LOOKING  STATEMENT  IS  A  GUARANTEE  OF FUTURE PERFORMANCE, AND YOU
SHOULD  NOT  PLACE  UNDUE  RELIANCE  ON  ANY  FORWARD  LOOKING  STATEMENT.


                                TABLE OF CONTENTS

PART  I

PROSPECTUS  SUMMARY                                                            7
RISK  FACTORS                                                                 11
USE  OF  PROCEEDS                                                             27
DETERMINATION  OF  OFFERING  PRICE                                            28
DILUTION                                                                      28
CAPITALIZATION                                                                30
DIVIDEND  POLICY                                                              31
ORGANIZATION  WITHIN  LAST  FIVE  YEARS                                       31
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
     CONDITION  AND  RESULTS  OF  OPERATIONS                                  34
DESCRIPTION  OF  BUSINESS                                                     39
DESCRIPTION  OF  PROPERTY                                                     56
MANAGEMENT                                                                    57
LIMITATIONS ON DIRECTOR AND OFFICER LIABILITY; THE POSITION
     OF  THE  COMMISSION  ON  INDEMNIFICATION                                 60
EXECUTIVE  COMPENSATION                                                       62
RELATED  PARTY  TRANSACTIONS                                                  65
MARKET  FOR  OUR  COMMON  STOCK  AND  RELATED  MATTERS                        65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     MANAGEMENT                                                               67
THE  SELLING  STOCKHOLDERS                                                    69
DESCRIPTION  OF  SECURITIES                                                   70
PLAN  OF  DISTRIBUTION                                                        71
LEGAL  PROCEEDINGS                                                            73
LEGAL  MATTERS                                                                74
EXPERTS                                                                       74
ADDITIONAL  INFORMATION                                                       74
FINANCIAL  STATEMENTS                                                         76
CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS                            99

PART  II

OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION                             101
RECENT  SALES  OF  UNREGISTERED  SECURITIES                                  101
INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS                                104
EXHIBIT  INDEX                                                               104
UNDERTAKINGS                                                                 106
SIGNATURES                                                                   107



                               PROSPECTUS SUMMARY

THIS  SUMMARY  IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND
FINANCIAL  STATEMENTS,  INCLUDING THE NOTES THERETO, APPREARING ELSWHERE IN THIS
PROSPECTUS.  BECAUSE IT IS A SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION
YOU  SHOULD  CONSIDER  BEFORE  MAKING  AN  INVESTMENT  DECISION.

OUR  COMPANY

Our  primary  business  is  to  market  an Internet telephony device and related
services  to  consumers  and  businesses worldwide, called the "FoneFriend." The
underlying  technology  of  the FoneFriend has been licensed by the Company from
FoneFriend  Systems,  Inc. ("FSI"), and will enable the Company's subscribers to
make  and  receive unlimited, long-distance telephone calls over the Internet by
using  their standard residential telephone set (without the need for a computer
or  any  software),  for  a  low  monthly  fee of $9.95.  Due to the low cost of
transmitting  calls  over  the  Internet,  the  Company anticipates that it will
realize  significant  profit  margins  in  excess  of  those  realized  in  the
traditional  telecommunications  industry.

Once  funding  is  obtained,  the  Company  will  focus  its  efforts  towards
establishing contractual relationships with third party suppliers to provide the
infrastructure  necessary  to  support  operations of the FoneFriend product, to
handle customer relationship management and product fulfillment, and towards the
development and implementation of a high profile marketing campaign to advertise
the  FoneFriend  product  through  direct  response  television  marketing  and
coordinated  radio and print advertising, which is designed to quickly penetrate
targeted  markets  and  create  substantial  consumer  awareness  and  stimulate
consumer demand for the FoneFriend product.  Accordingly, the Company intends to
allocate a large portion of the proceeds from any sale of its securities to fund
marketing  activities,  to  purchase  infrastructure  required  to  support  the
FoneFriend  product,  and  corporate  overhead.

In  addition,  information not published by the Company regarding the FoneFriend
product  can be viewed on the Internet at: "www.fonefriend.com", a web site that
is  currently  maintained  and  operated  by FSI, the licensor of the FoneFriend
technology.  The  Company has a conditional option to acquire all rights to this
web site.  However, to date the Company does not control the information content
on  this web site.  Accordingly, no information contained on such web site is to
be  attributed  to  the  Company  and  should  not  constitute  a  part  of this
Registration  Statement.

HOW  TO  CONTACT  US

We are a Delaware corporation and our principal executive offices are located at
14545  Friar  Street,  Suite  103,  Van  Nuys, California  91411.  Our telephone
number  is  (818)  376-1616.  Our  web  site  address  on  the  Internet  is
http://www.myfonefriend.com.
---------------------------


                                  THE OFFERING


This  prospectus  relates to the resale of up to 17,950,000 shares of our common
stock  by  eight  entities:  six current stockholders, Dutchess Private Equities
Fund,  L.P.,  which  will  become a stockholder pursuant to a put right under an
Investment  Agreement  that  we  have  entered  into  with Dutchess, and Compass
Capital  Group,  Inc.,  which will become a stockholder upon the conversion of a
convertible  note  which  it  holds  or the exercise of warrants to purchase our
common  stock  which  it  holds.

The  table  below  sets forth the shares that we are registering pursuant to the
Registration  Statement  to  which  this  prospectus  is  a  part:

Shareholder                                     Number of Shares
----------------------------------------------------------------
Compass  Capital  Group,  Inc.                       700,000 (1)
Danzig,  Ltd.                                        150,000
Dutchess  Private  Equities  Fund,  L.P.          15,000,000 (2)
Lothar  Elsaessar                                    300,000
Greentree  Financial  Group,  Inc.                   250,000
Hans  Georg  Huetter                                 300,000
RR  Inv  Holdings,  Inc.                             900,000
The  Bulletin  Board  Productions,  LLC              350,000
                                                  --------------
     Total Common Stock Being Registered          17,950,000

(1)  Assumes  that  Compass  Capital  elects  to  convert  the  entire amount of
     principal and interest owing under its promissory note into 500,000 shares,
     based  upon  an  assumed market value of approximately $0.27, per share, at
     the time of conversion. Further, assumes that Compass Capital exercises its
     warrant  to  purchase an additional 200,000 shares of our common stock at a
     fixed  price  of  $0.20  per  share.

(2)  Assumes  that  we  put 15,000,000 shares of common stock to Dutchess during
     the  term  of  the  Investment  Agreement.

We  have  entered  into  an  Investment Agreement with Dutchess Private Equities
Fund,  L.P.  ("Dutchess"),  also  referred to as an Equity Line of Credit.  This
agreement provides that, following notice to Dutchess, we may put to Dutchess up
to $3 million in shares of our common stock for a purchase price equal to 94% of
the Best Bid (as defined) price determined in accordance with the Agreement. The
amount  that  the  Company  shall  be  entitled to put to Dutchess in any single
transaction  pursuant  to  the  Investment  Agreement  will  be equal to, at the
Company's  election,  either:  (A)  200% of the average daily volume in the U.S.
market  of  the  common stock for the 20 trading days prior to the notice of our
put, multiplied by 94% of the average of the three daily closing Best Bid prices
immediately  preceding  the date of the put, or (B) $25,000; provided that in no
event  shall  the  amount  of  any single put be more than $1,000,000.  In turn,
Dutchess  has  indicated that it will resell those shares in the open market, or
resell  our  shares  to other investors through negotiated transactions, or hold
our  shares in its portfolio.  This prospectus covers the resale of our stock by
Dutchess  either  in  the  open  market or to other investors through negotiated
transactions.  All  references  to  the  terms  of  the Investment Agreement are
qualified  in  their  entirety by language of such Agreement, a copy of which is
incorporated  by  reference  in  this  Registration  Statement.

Dutchess  will  only  purchase  shares  when  we  meet the following conditions:

o    a  registration statement has been declared effective and remains effective
     for  the  resale  of the common stock subject to the Equity Line of Credit;
o    our  common  stock has not been suspended from trading for a period of five
     consecutive  trading days and we have not have been notified of any pending
     or  threatened  proceeding  or other action to delist or suspend our common
     stock;
o    we  have  complied  with our obligations under the Investment Agreement and
     the  Registration  Rights  Agreement;
o    no  injunction has been issued and remains in force, or action commenced by
     a  governmental  authority  which  has  not  been  stayed  or  abandoned,
     prohibiting  the  purchase  or  issuance  of  our  common  stock;
o    the  registration  statement  does  not  contain  any untrue statement of a
     material  fact  or  omit  to  state any material fact required to be stated
     therein or necessary to make the statements therein not misleading or which
     would  require public disclosure or an update supplement to the prospectus;
o    we  have  not  filed  a  petition  in  bankruptcy,  either  voluntarily  or
     involuntarily, and there shall not have commenced any proceedings under any
     bankruptcy  or  insolvency  laws.

The  Investment Agreement will terminate when any of the following events occur:

o    Dutchess  has  purchased  an  aggregate  of $3,000,000 of our common stock;
o    36  months  after  the  SEC declares this registration statement effective;
o    we  file  or  otherwise  enter  an  order  for  relief  in  bankruptcy;
o    trading  of  our  common  stock  is suspended for a period of 5 consecutive
     trading  days;  or
o    our common stock ceases to be registered under the Securities Exchange Act.

We  are  also registering for resale 700,000 shares of common stock which may be
issuable  to Compass Capital Group, Inc. ("Compass Capital"). In December, 2003,
Compass lent us $100,000 pursuant to the terms of a convertible note, bearing an
interest  rate  of  15% per annum, which may be converted into common stock at a
25%  discount  to  the closing price of our stock.  In addition, Compass has the
right  to exercise 200,000 warrants to purchase shares of our common stock at an
exercise  price  of  $.20 per share, and we are registering the shares of common
stock  issuable  upon  such  exercise.

In  addition,  we  are  registering 2,250,000 shares of outstanding common stock
which  were  previously  issued  in  a private placement to Danzig, Ltd., Lothar
Elsaessar,  Greentree  Financial  Group,  Inc.,  Hans  George  Huetter,  RR  Inv
Holdings,  Inc.  and The Bulletin Board Productions, LLC. prior to the filing of
the  registration  statement  of  which  this  prospectus  is  a  part.

As  of March 15, 2004 there were 19,184,444 issued and outstanding shares of our
common stock.  Our shares of common stock trade on the Over-The-Counter Bulletin
Board  with  the  symbol  FFRD.OB.

We  will  not  receive  any  proceeds from the sale of any shares by the selling
shareholders.  However,  we will receive the proceeds of any "put" of our shares
to  Dutchess  under the Investment Agreement and the proceeds of any exercise of
warrants  held  by  Compass  Capital  Group,  Inc.

OUR  CAPITAL  STRUCTURE  BEFORE  AND  AFTER  THE  OFFERING

Common  Stock  outstanding:
Before  the  offering                         19,184,444
After  the  offering                          34,884,444  (1)

(1)  Assumes  that  Compass  Capital elects to convert all amounts due under its
     promissory  note into 500,000 shares, based upon an assumed market value of
     approximately $0.27, per share, at the time of conversion. Further, assumes
     that  Compass  Capital  exercises  its  warrant  to  purchase an additional
     200,000  shares of our common stock at a fixed price of $0.20 per share. In
     addition,  this  assumes  that  we put 15,000,000 shares of common stock to
     Dutchess  during  the  term  of  the  Investment  Agreement.

SUMMARY  FINANCIAL  INFORMATION

     The  following  summary  financial  information  has  been derived from our
financial  statements  and  should  be  read  in  conjunction with the financial
statements and the related notes thereto appearing elsewhere in this prospectus.





                                      March 31, 2003          December 31, 2003
                                        (audited)                (unaudited)
                                      --------------          -----------------
                                                        

Balance Sheet Data:

Total Assets                          $    1,350,514          $       1,248,107
Total Liabilities                     $       90,606          $         367,049
Total Stockholders' Equity            $    1,259,908          $         881,058

                                      11 Months Ended         9  Months  Ended
                                      March 31, 2003          December 31, 2003
                                        (audited)                (unaudited)
                                      --------------          -----------------

Statement  of  Operations:
Revenues                              $            0          $               0
Expenses                              $    1,605,464          $         526,100
Other  Income                         $            0          $               0
Net  Income  (Loss)                   $   (1,605,464)         $        (526,100)
Income  (Loss)  Per  Share            $         (.17)         $            (.05)

Fully Diluted Shares Used in
Computing Net Income (Loss)
Per Share (1)                              9,291,361                 10,376,061




(1)  On  a fully diluted basis, the Company had 8,471,000 shares of common stock
     issued  and  outstanding  and 820,361 shares of convertible preferred stock
     outstanding  as  of  March 31, 2003. In addition, the Company had 9,556,000
     shares  of  common  stock  issued  and  outstanding  and  820,361 shares of
     convertible preferred stock outstanding as of December 31, 2003. Subsequent
     to  this  latter date, the Company issued an additional 9,628,444 shares of
     common  stock  and all of the shares of preferred stock were converted into
     common  stock,  resulting  in  a total of 19,184,444 shares of common stock
     issued  and  outstanding  as  of  the  date  of  this  prospectus.


                                  RISK FACTORS

THIS  OFFERING  INVOLVES MATERIAL RISK. PLEASE CAREFULLY READ THE FOLLOWING RISK
FACTORS  IN  ADDITION  TO  THE  OTHER  INFORMATION  INCLUDED AND INCORPORATED BY
REFERENCE  IN  THIS  PROSPECTUS  BEFORE  INVESTING.  THIS  PROSPECTUS  CONTAINS
FORWARD-LOOKING  STATEMENTS  THAT  INVOLVE  RISKS  AND  UNCERTAINTIES.  ACTUAL
RESULTS  COULD  DIFFER  MATERIALLY  FROM  THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS  AS  A  RESULT  OF RISK FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS
PROSPECTUS.


           Risks Relating To Our Status As A Development Stage Company
           -----------------------------------------------------------

OUR  LACK  OF  AN OPERATING HISTORY CREATES SUBSTANTIAL UNCERTAINTY ABOUT FUTURE
RESULTS.

We  are  a  development  stage  company  with no operating history.  We are just
beginning  to  test  market  an internet based telecommunications system and our
system  is  not  yet  fully  operational.  As  a result of our lack of operating
history,  prospective investors have no operating and financial data about us on
which  to  base an evaluation of our performance and an investment in our stock.
Our  ability  to  provide integrated telecommunications services on a widespread
basis  and  to  generate operating profits and positive operating cash flow will
depend  on  our  ability,  among  other  things,  to:

o    market  our  Internet telephony services and generate demand for them among
     our  targeted  client  categories;
o    develop,  enhance,  promote  and  carefully  manage  our  brand;
o    respond  appropriately  and  timely  to  competitive  developments;
o    develop  our  operational  support  and  other  back  office  systems;
o    attract  and  retain  an  adequate  client  base;
o    secure  additional  financing;
o    attract  and  retain  qualified  personnel;  and
o    enter into and implement long term agreements for leased capacity and other
     services  with  established  telephone  companies  on  satisfactory  terms.

We  cannot  assure  you that we will be able to achieve any of these objectives,
generate  sufficient  revenue  to  achieve  or  sustain  profitability, meet our
working  capital  requirements or compete successfully in the telecommunications
industry.

In  addition,  our success will be particularly dependent on our ability to make
further  enhancements  to our products and services, and to market such products
and  services  in  a  commercially  viable  manner,  as to which there can be no
assurance.  Unanticipated  problems,  expenses  and  delays  are  frequently
encountered  in establishing a new business, including, but not limited to, lack
of  client  acceptance,  competition  and  inadequate marketing.  Our failure to
raise the maximum amount of funds through this Equity Line of Credit will likely
hinder  our  efforts  to  fully  implement  our  planned marketing activities in
connection  with  our  initial product, the FoneFriend.  As a result we would be
required to reduce or curtail operations.  We can make no assurance that we will
be  able  to  generate  a  profit.

WE  HAVE A HISTORY OF LOSSES FROM DEVELOPMENT STAGE OPERATIONS AND NEGATIVE CASH
FLOWS, AND WE ANTICIPATE OUR LOSSES TO INCREASE AND CONTINUE FOR THE FORESEEABLE
FUTURE.

We  have  incurred  significant  losses  from  development  stage operations and
negative  cash  flows  each year since inception.  Through December 31, 2003, we
had an accumulated deficit of $3,016,851. During the fiscal year ended March 31,
2003, we incurred net losses from development stage operations of $1,605,464 and
sustained  negative  cash  flows  of  $207,789, resulting in a loss of $0.19 per
share  applicable  to  our  common  stockholders.  During  the nine months ended
December  31,  2003, we incurred net losses from development stage operations of
$526,100 and sustained negative cash flows of $8,368, resulting in a net loss of
$0.06  per  share  applicable  to  our  common  stockholders.  We expect to make
significant expenditures in connection with the development of our business, the
acquisition, development and expansion of our Internet telephony infrastructure,
and  the  deployment  of  our  services  and systems. As a result, we expect our
losses  to  continue  and  increase  in the foreseeable future, and we expect to
incur  significant  future losses from development stage operations and negative
cash  flows  from  our  activities.

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

Our  consolidated  financial  statements  have  been  prepared  assuming we will
continue  as  a  going  concern.  During  the  year  ended  March  31,  2003, we
experienced  a  net loss from development stage operations of $1,605,464 and had
negative  cash  flows  of  $207,789.  During  the nine months ended December 31,
2003,  we  experienced  a net loss from development stage operations of $526,100
and  had  negative  cash  flows  of  $8,368.  In  addition,  we  had substantial
shareholders'  equity operating deficits at March 31, 2003 and December 31, 2003
of  $2,490,751 and $3,016,851, respectively. Lastly, we have significant present
and  future  working  capital demands, which will require substantial equity and
debt  financing  which,  with  the  exception  of the Equity Line of Credit with
Dutchess,  have  not  yet  been  secured.  These  factors,  among  others, raise
substantial  doubt  about  our  ability  to  continue  as  a  going concern. Our
independent  auditors have also expressed doubt as to our ability to continue as
a going concern. The consolidated financial statements included elsewhere herein
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.

In  an  effort to reverse the negative financial conditions noted above, we have
entered into the Equity Line of Credit with Dutchess, which is expected to raise
$3  Million  dollars  in  equity capital during the years 2004 through 2005.  We
believe  this  financing  will  help  us  to  further  develop  our business and
facilitate  our  development  of an operating presence in the Internet telephony
market.

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

WE  MAY  BE  FORCED TO CURTAIL OR DISCONTINUE OUR BUSINESS DEVELOPMENT IF WE ARE
UNABLE  TO  SECURE  ADDITIONAL  FUNDS  TO  FINANCE OUR WORKING CAPITAL AND OTHER
REQUIREMENTS  AND THE COSTS ASSOCIATED WITH THE DEVELOPMENT AND EXPANSION OF OUR
BUSINESS  ENTERPRISE.

Due  to our lack of an operating history and the nature of our industry, we will
have  substantial  future  capital needs.  Additional capital may be required to
fund  some  of  all  of  the  following:

o    day  to  day  working  capital  needs;
o    unanticipated  opportunities;
o    potential  acquisitions;
o    changing  business  conditions;  and
o    unanticipated  competitive  pressures.

We  may need to forego business opportunities relating to the above events if we
do  not  obtain  additional  financing.  Obtaining  additional financing will be
subject  to  a  number  of  factors,  including market conditions, our operating
performance  and investor sentiment.  These factors may make the timing, amount,
terms  and  conditions  of  additional financings unattractive to us.  If we are
unable  to  raise  additional  capital, our business development may be impeded.

WE ARE A START UP VENTURE WITH HIGH DEVELOPMENT COSTS, AND ESTIMATE THAT WE WILL
NEED  A  CUSTOMER  BASE  OF  AT  LEAST 20,000 SUBSCRIBERS GENERATING REVENUES OF
$10.00  PER  MONTH FOR A ONE YEAR PERIOD OF TIME IN ORDER TO ACHIEVE ANY MEASURE
OF PROFITABILITY.  WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO ACCOMPLISH THIS.

We  have  never  been  profitable  due  to  the  nature  of  our  start  up  and
infrastructure  development expenses. If we continue to incur losses, we may not
be  able  to finance the commercial deployment of our products and services.  We
estimate  that we will need a customer base of at least 20,000 subscribers, that
will  generate  revenues  of  $10.00 per month for a one-year period in order to
achieve  any  measure of profitability.  There can be no assurances that we will
be  able  to  do  so.  Even if we do achieve profitability, we cannot assure you
that  we  will  be  able  to sustain or increase profitability on a quarterly or
annual  basis  in  the  future.

THE  TECHNOLOGY  THAT  ALLOWS  VOICE  COMMUNICATIONS OVER THE INTERNET IS IN ITS
INFANCY,  AND THE QUALITY OF INTERNET TELEPHONE CALLS NEEDS IMPROVEMENT. CALLERS
COULD  EXPERIENCE  DELAYS,  ERRORS  IN  TRANSMISSIONS  OR OTHER INTERRUPTIONS IN
SERVICE,  ALL  OF  WHICH COULD NEGATIVELY IMPACT OUR FUTURE REVENUES, REPUTATION
AND  BRAND.

The  technology  that  allows voice communications over the Internet is still in
its  infancy.  Historically,  the  sound quality of Internet telephone calls was
poor.  As the industry has grown, sound quality has improved, but the technology
requires  additional  refinement.  Additionally,  the  Internet's  capacity
constraints  may  impede  the  acceptance  of Internet telephony.  Callers could
experience  delays,  errors  in  transmissions or other interruptions in service
that  are beyond our control.  The quality issues inherent in Internet telephony
could negatively impact our future revenues, reputation and brand.  Furthermore,
the  FoneFriend  technology  that  we have licensed is unproven and has not been
tested  in  a commercial environment. Therefore, there can be no assurances that
our  product  will  function  as anticipated when we are able to commence sales.

OUR  FUTURE  PERFORMANCE  WILL  DEPEND,  IN  PART,  ON OUR ABILITY TO MANAGE OUR
BUSINESS  GROWTH  EFFECTIVELY.  THERE  IS  NO  ASSURANCE THAT WE WILL BE ABLE TO
SUCCESSFULLY  GROW  OR  MANAGE  SUCH  GROWTH.

Our  future  performance  will  depend,  in  part,  on our ability to manage our
business  growth  effectively.  Towards  that end, we will have to undertake the
following  tasks,  among  others:

o    effectively  develop  our  operating,  administrative,  financial  and
     accountings  systems  and  controls;
o    establish  and  continuously  improve  coordination  among our engineering,
     accounting,  finance,  marketing  and  operations  personnel;  and
o    develop  and  continuously  enhance  our  management  information  systems
     capabilities.

If  we cannot accomplish these tasks, our chances of achieving profitability may
be  diminished.


                   Risks Relating To Our Competitive Strategy
                   ------------------------------------------

OUR  STRATEGY  FOR  SUCCESS IS BASED PARTLY ON OUR ABILITY TO PROVIDE DISCOUNTED
DOMESTIC  AND  INTERNATIONAL LONG DISTANCE COMMUNICATIONS SERVICES WITH THE COST
SAVINGS  OF  CARRYING  VOICE  TRAFFIC OVER THE INTERNET, AS COMPARED TO CARRYING
CALLS OVER TRADITIONAL LONG DISTANCE NETWORKS.  THE PRICE OF LONG DISTANCE CALLS
MAY DECLINE TO A POINT WHERE WE NO LONGER HAVE SUCH A COST ADVANTAGE, WHICH WILL
BE  DETRIMENTAL  TO  OUR  BUSINESS  PROSPECTS.

Our  strategy  for  success is based partly on our ability to provide discounted
domestic  and  international long distance communications services with the cost
savings  of  carrying  voice  traffic over the internet, as compared to carrying
calls  over traditional long distance networks, such as those owned by AT&T, MCI
and  Sprint.  In  recent  years,  the  price  of long distance calls has fallen,
especially  in  the  U.S.  In  response,  we  may lower the price of our service
offerings.  AT&T,  MCI  and Sprint have adopted pricing plans in which the rates
that  they  charge  for  U.S.  domestic  long  distance  calls  are  not  always
substantially  higher  than  the rates that we intend to charge for our domestic
service.  The  price  of  long distance calls may decline to a point where we no
longer  have  a  price  advantage over these traditional long distance services.
Also,  other  providers  of  long  distance services may begin, or have begun to
offer  unlimited  or  nearly  unlimited  use  of  some  of their services for an
attractive  monthly rate. We would then have to rely on factors other than price
to  differentiate our product and service offerings, which we may not be able to
do.

COMPETITION  COULD REDUCE ANY MARKET SHARE THAT WE MAY BE ABLE TO ACQUIRE IN THE
FUTURE  AND  DECREASE  OUR  REVENUES.

The  market  for  Internet  telephony  services  is extremely competitive.  Many
companies  offer  products  and  services  similar  to  ours, which are directly
competitive to our product and services in our target markets, and many of these
companies  have  a  substantial  presence  in  the markets we plan to serve.  In
addition,  many of these companies are larger than we are and have substantially
greater  financial,  distribution  and  marketing  resources  than  we  do.  We
therefore  may  not be able to compete successfully with these companies.  If we
do  not  succeed  in  competing  with  these  companies,  we  may not be able to
efficiently acquire customers or we could likely lose any customers acquired and
any  potential  revenue  will  be  substantially  reduced.

COMPETITORS MAY BE ABLE TO BUNDLE SERVICES AND PRODUCTS THAT WE DO NOT INTEND TO
OFFER  TOGETHER  WITH  LONG DISTANCE OR INTERNET TELEPHONY SERVICES, WHICH WOULD
SIGNIFICANTLY  REDUCE  OUR  POTENTIAL  TO GENERATE REVENUES AND WOULD DAMAGE ANY
BRAND  AND  NAME  RECOGNITION  WE  MAY  BE  ABLE  TO  ESTABLISH  IN  THE FUTURE.

Competitors may be able to bundle services and products that we do not intend to
offer  together  with  long  distance  or  Internet  telephony  services.  These
services  could  include  wireless  communications,  voice  and  data  services,
Internet  access  and cable television.  This form of bundling would put us at a
competitive  disadvantage  if  these  providers can combine a variety of service
offerings  at  a  single  attractive  price.  In  addition,  some  of  the
telecommunications  and  other  companies that compete with our proposed product
and services may be able to provide customers with lower communications costs or
other  packaged  incentives  with  their  services, reducing the overall cost of
their communications packages, and significantly increasing pricing pressures on
the  product  and  services  we intend to offer.  This form of competition could
significantly  reduce  our  potential to generate revenues.  Furthermore, if our
potential  customers  do  not  perceive  our services to be effective or of high
quality,  any  brand  and  name  recognition  we may be able to establish in the
future  would  suffer.

WE MAY NOT BE ABLE TO ESTABLISH, MAINTAIN OR PROTECT THE QUALITY REPUTATION THAT
WE  BELIEVE  OUR  PRODUCT  AND  SERVICES  MAY  BE ABLE TO ENJOY IN A COMPETITIVE
MARKETPLACE  IN WHICH MARKETING AND ADVERTISING EXPENDITURES ARE CRUCIAL.  WE DO
NOT  CURRENTLY  HAVE  THE  FUNDS TO PAY FOR THE REQUISITE LEVEL OF MARKETING AND
ADVERTISING SUPPORT, AND OUR CHANCES TO ESTABLISH ANY BRAND AND NAME RECOGNITION
MAY  SUFFER.

We  believe  that  establishing  and  maintaining  brand and name recognition is
critical for attracting and expanding our targeted client base.  We also believe
that  the  importance  of  reputation  and  name  recognition  will  increase as
competition in our markets increases. Promotion and enhancement of our name will
depend  on the effectiveness of our marketing and advertising efforts and on our
potential  success  in  attempting to provide a high quality product and related
services,  neither  of which can be assured.  We do not currently have the funds
to  pay  for  the  requisite  level  of  marketing  and  advertising support. In
addition,  our  plan  to  provide both domestic and international communications
services  will  require  us  to  rely on third party distributors to promote and
market  our  product and services. We cannot be assured that these third parties
will  provide  the  same  level  of  effort  as  we believe will be necessary to
establish  and  maintain  a quality reputation for our product and services.  If
they  do  not,  our  reputation  may  be  tarnished.

OUR  POTENTIAL  FOR  SUCCESS  DEPENDS  GREATLY  ON OUR ABILITY TO HANDLE A LARGE
NUMBER  OF  SIMULTANEOUS  CALLS,  WHICH  OUR  NETWORK SYSTEMS MAY NOT BE ABLE TO
ACCOMMODATE.  THIS  COULD  HURT  OUR  REPUTATION  AND  WE  COULD LOSE CUSTOMERS.

We  expect  the  volume  of  simultaneous  calls  to  be quite significant as we
commence  our  operations.  Our potential for success will depend greatly on our
ability  to  handle  a  large number of simultaneous calls. Our proposed network
hardware  and software may not be able to accommodate this volume. If we fail to
maintain  an  appropriate level of operational performance, or if our service is
disrupted,  our  reputation  could  be  hurt  and  we  could  lose  customers.
Additionally,  our  management  team does not have experience with deployment of
hardware  and  software  systems  of  this  nature  and intends to rely on third
parties  for  their  expertise.

OUR  INABILITY  TO  ACHIEVE  OR  SUSTAIN  MARKET  ACCEPTANCE FOR OUR SERVICES AT
DESIRED  PRICING  LEVELS  COULD  HARM  OUR  BUSINESS,  FINANCIAL  CONDITION  AND
OPERATING  RESULTS.

Prices  for  telecommunications  services have historically fallen and we expect
this  trend  to  continue. Consequently, we cannot predict to what extent we may
need  to  reduce  our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar  services  at  lower  prices.  Our  failure to achieve or sustain market
acceptance  at  desired  pricing  levels  could  impair  our ability to generate
revenues,  which  would  harm  our  business,  financial condition and operating
results.

WE  INTEND TO RELY UPON SEVERAL UNAFFILIATED, THIRD PARTY COMPANIES FOR COMPUTER
EQUIPMENT  AND  SOFTWARE,  NETWORK  SERVICES,  COMPONENT  PARTS,  MANUFACTURING,
SYSTEMS  INTEGRATION  AND OPERATIONAL ASPECTS OF OUR BUSINESS.  OUR INABILITY TO
MAINTAIN  RELATIONSHIPS  WITH,  OR THE LOSS OF ONE OR MORE OF THESE UNAFFILIATED
COMPANIES,  OR  THE  FAILURE  OF  THEIR  SUBCONTRACTORS OR SUPPLIERS TO MEET OUR
OPERATIONAL  REQUIREMENTS  MAY  FORCE US TO REDUCE OR ELIMINATE EXPENDITURES FOR
DEVELOPING  OUR  INFRASTRUCTURE,  RESEARCH  AND  DEVELOPMENT,  MARKETING  OF OUR
PRODUCT  OR OTHERWISE CURTAIL OR DISCONTINUE OPERATIONS, ALL OF WHICH MAY HAVE A
MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATION.

The  Company  intends  to rely upon several unaffiliated, third party companies,
for  computer  equipment  and software, network and telecommunications services,
component  parts,  manufacturing, systems integration and operational aspects of
our  business.  This  outsourcing strategy involves certain risks, including the
potential lack of adequate capacity and reduced control over delivery schedules,
manufacturing  yield,  quality,  and  costs.  In  the event that any significant
subcontractor  were  to  become  unable  or  unwilling  to  continue  to supply,
manufacture or maintain our product or related services in the required volumes,
we  would  have  to  identify  and  qualify  acceptable  replacements.  Finding
replacements  could  take  time,  and  management cannot be sure that additional
sources  would  be  available on a timely basis.  As a result, we are subject to
the  risk  of  interruptions  in operations or supplies due to changes in market
demand,  servicing  costs,  and  competitors'  prices.  Our  ability to maintain
relationships with, or the loss of, these unaffiliated companies, or the failure
of  their  subcontractors  or suppliers to meet our operational requirements may
require  us  to  reduce  or  eliminate  expenditures  for  developing  our
infrastructure,  research and development, marketing of our product or otherwise
curtail  or  discontinue  operations,  all  of which may have a material adverse
affect  on  out  business,  financial  condition  and  results  of  operations.

              Risks Relating To Doing Business In Foreign Countries
              -----------------------------------------------------

MONOPOLISTIC TELEPHONE PROVIDERS IN FOREIGN COUNTRIES MAY CHARGE US ARTIFICIALLY
HIGH  RATES  OR  DEMAND TERMS THAT ARE UNSATISFACTORY, ALL OF WHICH MAY MAKE OUR
EFFORT  TO  PROVIDE  SERVICE  IN  SUCH  COUNTRIES  UNPROFITABLE.

In  many foreign jurisdictions in which we plan to conduct business, the primary
provider  of  significant  in-country  transmission  facilities  is the national
telephone company, which may be the only provider in that country.  As a result,
we  may  have  to  lease transmission capacity or other services at artificially
high rates from such a monopolistic provider, and we may not be able to generate
a  profit  on those calls.  In addition, national telephone companies may not be
required by law to lease necessary services to us or, if applicable law requires
national  telephone companies to lease facilities to us, we may encounter delays
in  negotiating leases and interconnection agreements and commencing operations.
Additionally,  disputes  may  result  with  respect to pricing, billing or other
terms  of  these  agreements,  and  these  disputes  could affect our ability to
commence  operations  or  continue  to  operate  in  these  countries.

REGULATION  OF  INTERNET  TELEPHONY  OUTSIDE  THE  U.S.  VARIES  FROM COUNTRY TO
COUNTRY.  WE  CANNOT  PREDICT  HOW A REGULATORY OR POLICY CHANGE IN A PARTICULAR
COUNTRY  MIGHT  AFFECT  THE  FUTURE  PROVISION OF OUR SERVICES.  SUCH REGULATORY
UNCERTAINTY  COULD  ADVERSELY  IMPACT  OUR ABILITY TO PROVIDE INTERNET TELEPHONY
SERVICES  IN  A  NUMBER  OF  FOREIGN  COUNTRIES.

Some  foreign  countries  currently  impose  little or no regulation on Internet
telephony services, as in the United States. Other countries, including those in
which  the  governments  prohibit  or  limit  competition  for traditional voice
telephony  services,  generally  do  no  permit  Internet  telephony services or
strictly limit the terms under which those services may be provided. Still other
countries  regulate Internet telephony services like traditional voice telephony
services,  requiring  Internet  telephony  companies  to  make universal service
contributions  and  pay  other  taxes.  While  some  countries  subject Internet
telephony  providers  to  strict  regulations,  others  have  moved  towards
liberalization  of  the Internet telephony providers sector and have lifted bans
on  provision  of Internet telephony services. We cannot predict how a potential
regulatory  or  policy  change  in  a particular country might affect the future
provision  of  our  services. This regulatory uncertainty could adversely impact
our  ability  to  provide  Internet  telephony  services  in  foreign countries.

OUR  PLANNED EXPANSION IN INTERNATIONAL MARKETS IS SUBJECT TO A VARIETY OF RISKS
ASSOCIATED  WITH  CONDUCTING  BUSINESS  INTERNATIONALLY,  ANY  OF  WHICH  COULD
SERIOUSLY  HARM  OUR  BUSINESS,  FINANCIAL CONDITION, AND RESULTS OF OPERATIONS.

Our  initial  efforts,  with respect to the FoneFriend product, are subject to a
variety  of  risks  associated  with conducting business internationally, any of
which  could  seriously  harm  our business, financial condition, and results of
operation.  The  risks  include:  (1)  import  or  export  licensing and product
certification  requirements;  (2)  tariffs,  duties,  price  controls  or  other
restrictions  on  foreign  currencies  or  trade  barriers  imposed  by  foreign
countries,  especially  on  technology;  (3) potential adverse tax consequences,
including  restrictions  on repatriation of earnings; (4) seasonal reductions in
business  activity  in  certain  parts of the world; (5) fluctuations in foreign
currency  exchange rates, which could make our product relatively more expensive
in  foreign  markets;  (6)  changes  in  regulatory requirements; (7) burdens of
complying  with  and enforcing a wide variety of foreign laws, particularly with
respect  to intellectual property and license requirements; (8) difficulties and
costs  of  staffing  and managing foreign operations; (9) political instability;
and  (10)  the  impact  of recessions in economies outside of the United States.
There can be no assurance that fluctuating international market factors will not
adversely  effect  our  plan  to  implement  operations  in  such  markets.

 Risks Relating To Our Common Stock And The Equity Line Of Credit With Dutchess
 ------------------------------------------------------------------------------

OUR COMMON STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE AND YOU MAY FIND
IT  DIFFICULT  TO  SELL  YOUR  SHARES  FOR  A  PROFIT.

The  trading  price of our common stock has been and is likely to continue to be
highly  volatile.  For  example, during the 52-week period ended March 15, 2004,
the closing price of our common stock ranged from $0.12 to $4.00 per share.  Our
stock  price  could  be subject to wide fluctuations in response to factors such
as:

o    actual  or  anticipated  variations  in  quarterly  operating  results;
o    announcements  of technological innovations, new products or services by us
     or  our  potential  competitors;
o    changes  in  our  financial  estimates  or  recommendations  by  securities
     analysts  regarding  us  or  our  potential  competitors;
o    the  addition  or loss of strategic relationships or relationships with our
     potential  customers,  partners  or  consultants;
o    announcements  by  us  or  our  potential  competitors  of  significant
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;
o    legal,  regulatory  or  political  developments;
o    additions  or  departures  of  key  personnel;
o    sales  of  our  common  stock  by  insiders  or  stockholders;  and
o    general  market  conditions.

In  addition,  the  stock  market  in general, and the Over-The-Counter Bulletin
Board,  as  well  as  the  market  for  Internet  telephony  services  and
telecommunications  related  companies have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating
performance  of  these  companies.  These  broad market and industry factors may
reduce  our  stock  price,  regardless  of  our  operating  performance.

EXISTING  SHAREHOLDERS  WILL  EXPERIENCE  SIGNIFICANT  DILUTION FROM OUR SALE OF
SHARES  UNDER  THIS  OFFERING.

The sale of shares pursuant to our Investment Agreement with Dutchess may have a
dilutive  impact on our shareholders.  As a result, our potential net income per
share could decrease in future periods, and the market price of our common stock
could  decline.  In  addition, the lower our stock price at the time we exercise
our  "put"  options,  the  more shares we will have to issue to Dutchess to draw
down  on the full equity line with Dutchess.  If our stock price decreases, then
out  existing  stockholders  would  experience  greater  dilution.

DUTCHESS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF OUR COMMON STOCK
WHICH  MAY  CAUSE  OUR  STOCK  PRICE  TO  DECREASE.

Pursuant  to  our  Investment  Agreement, we will issue our common stock at a 6%
discount to the lowest closing bid price of our common stock during the five day
period  following  our  notice to Dutchess of our election to exercise our "put"
right.  These  discounted  sales  could  cause  the price of our common stock to
decline.

OUR  COMMON  STOCK  IS  A  "PENNY  STOCK,"  AND COMPLIANCE WITH REQUIREMENTS FOR
DEALING IN PENNY STOCKS MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO
RESELL  THEIR  SHARES.

The  SEC  has  adopted rules that regulate broker-dealer practices in connection
with  transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities  with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price  and volume information with respect to transactions in such securities is
provided  by the exchange or system.  Prior to a transaction in a penny stock, a
broker-dealer  is  required  to:

o    deliver  a  standardized  risk  disclosure  document  prepared  by the SEC;
o    provide  the  customer  with  current bid and offer quotation for the penny
     stock;
o    explain  the  compensation  of the broker-dealer and its salesperson in the
     transaction;
o    provide  monthly  account statements showing the market value of each penny
     stock  held  in  the  customer's  account;
o    make  a  special  written  determination that the penny stock is a suitable
     investment  for  the  purchaser  and  receive the purchaser's approval; and
o    provide  a  written  agreement  for  the  transaction.

These requirements may have the effect of reducing the level of trading activity
in  the  secondary  market for our stock.  Because our shares are subject to the
penny  stock  rules,  you  may  find  it  more  difficult  to  sell your shares.

OUR  COMMON  STOCK  HAS  BEEN RELATIVELY THINLY TRADED AND WE CANNOT PREDICT THE
EXTENT  TO  WHICH  A  TRADING  MARKET  WILL  DEVELOP.

Our  common  stock  trades  on  the Over-The-Counter Bulletin Board.  Our common
stock  is  thinly  traded compared to larger, more widely known companies in our
industry.  Thinly  traded  common  stock  can be more volatile than common stock
trading  in  an  active public market.  We cannot predict the extent to which an
active  public  market  for  the common stock will develop or be sustained after
this  offering.

WE  HAVE  NEVER  PAID  DIVIDENDS  ON  OUR COMMON STOCK AND YOU MAY NEVER RECEIVE
DIVIDENDS.  THERE  IS  A  RISK  THAT AN INVESTOR IN OUR COMPANY WILL NEVER SEE A
RETURN  ON  INVESTMENT  AND  THE  STOCK  MAY  BECOME  WORTHLESS.

We  have never paid dividends on our common stock. We intend to retain earnings,
if  any  ever  arise,  to finance the development and expansion of our business.
Future  dividend  policy will be at the discretion of the Board of Directors and
will  be  contingent  upon  future  earnings,  if  any, our financial condition,
capital  requirements,  general  business  conditions  and other factors. Future
dividends may also be affected by covenants contained in loan or other financing
documents, which may be executed by us in the future. Therefore, there can be no
assurance that cash dividends of any kind will ever be paid. If you are counting
on  a  return  on  your  investment  in the common stock, the shares are a risky
investment.

        Risks Relating To Our Relationship With FoneFriend Systems, Inc.
        ----------------------------------------------------------------

THE  PATENTS,  SERVICE  MARKS,  TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL
PROPERTY  RIGHTS  LICENSED  FROM FONEFRIEND SYSTEMS, INC. ("FSI") ARE CRUCIAL TO
OUR  SUCCESS.  IF  FSI  DEFAULTS  IN  ITS  OBLIGATIONS  TO  GIVE  SUPPORT TO THE
FONEFRIEND  TECHNOLOGY,  WE  MAY NOT SUCCEED OR BE FORCED TO FIND AN ALTERNATIVE
INTERNET  VOICE  TRANSMISSION  DEVICE  OR  TECHNOLOGY AT A PROHIBITIVE COST.  IN
ADDITION,  THE  TWO  FSI  PRINCIPALS HAVE INFORMED US THAT THEY MAY NOT CONTINUE
THEIR  ASSOCIATION  WITH  EACH  OTHER,  WHICH COULD CAUSE SIGNIFICANT COMMERCIAL
DAMAGE  TO  OUR  COMPANY.

We  regard  FSI's  patents,  service  marks, trademarks, trade secrets and other
intellectual  property  as  crucial  to  our  success.  If  FSI  defaults in its
obligations  to give support to the FoneFriend technology, we may not succeed or
be  forced  to find an alternative Internet device or technology, which could be
prohibitively  expensive.  FSI  founders,  Mr.  John  Wimsatt  and  Dr. Faramarz
Vaziri,  have informed us that they may not continue their association with each
other.  If  further  difficulties arise between the two principals, it may cause
significant  economic  or  commercial  damage  to  our  Company.

FSI  HAS GRANTED AND MAY CONTINUE TO GRANT ADDITIONAL LICENSES OF ITS TECHNOLOGY
TO  ONE  OR MORE THIRD PARTIES AND/OR POTENTIAL COMPETITORS, WHICH MAY ADVERSELY
IMPACT  OUR  BUSINESS  AND  OUR  POTENTIAL  TO  CAPTURE  ANY MARKET SHARE IN THE
INTERNET  TELEPHONY  MARKETPLACE.

FSI  informs  us  that,  presently,  we  are the only licensee of the FoneFriend
technology  in the world.  However, FSI has the right to grant other licenses at
any  time, if it desires to do so.  If FSI does grant additional licenses of the
FoneFriend  technology, this may adversely impact our business and our potential
to capture any market share in the Internet telephony marketplace.  We are aware
of two companies who have each tendered a substantial sum of money for a license
or  other  right  to  use  or  market  the FoneFriend technology.  Both of these
companies,  Iglo-Tel,  Inc. (a U.S. company), and Credit Phone International (an
Italian  company),  have  defaulted  on  and  lost  their  licenses  to  use the
FoneFriend technology issued by FSI. Should either of these companies re-instate
their  license  with  FSI,  this  could adversely impact our exploitation of the
Internet  telephony  business  with  FoneFriend  technology.

OUR  CONTRACTS  WITH  DR.  FARAMARZ  VAZIRI  AND  WINSONIC  HOLDINGS,  LTD., FOR
TECHNICAL  SUPPORT  SERVICES RELATING TO THE FONEFRIEND TECHNOLOGY ARE PRESENTLY
IN  DEFAULT, ALTHOUGH THE PARTIES CONTINUE TO NEGOTIATE IN GOOD FAITH TO RESOLVE
ALL  ISSUES  OF  CONTENTION.  WE  BELIEVE  THAT  IT IS CRUCIAL TO OUR SUCCESS TO
RETAIN  THE  SERVICES  OF  DR.  FARAMARZ  VAZIRI,  WHO  IS  THE  INVENTOR OF THE
FONEFRIEND  TECHNOLOGY  AND  CO-FOUNDER  OF FONEFRIEND SYSTEMS, INC., THE PATENT
HOLDER,  AND  TO  MAINTAIN  A  GOOD WORKING RELATIONSHIP WITH WINSONIC HOLDINGS.

Our  contracts  with  Dr.  Faramarz  Vaziri  and  Winsonic  Holdings,  Ltd., for
technical  support  services relating to the FoneFriend technology are presently
in  default  for  lack of timely payments. However, the parties have continue to
work  and  negotiate  in  good  faith to resolve such default in anticipation of
future  payments  conditioned  upon  the  Company's receipt of proceeds from its
Equity  Line of Credit from Dutchess. We believe it is crucial to our success to
retain  the  services  of  Dr.  Faramarz  Vaziri,  who  is  the  inventor of the
FoneFriend  technology  and  co-founder  of FoneFriend Systems, Inc., the patent
owner  and  licensor  of  the  technology rights to the Company. In addition, it
would be expensive to obtain alternative services currently provided by Winsonic
Holdings,  Ltd.  However,  we  have  been  able  to  maintain a good working and
professional  relationship  with  Dr.  Vaziri,  who  is  our  senior  technology
consultant  and  Winston  Johnson, who is the president of Winsonic Holdings and
our  chief  technology  consultant.

THE  UNAUTHORIZED  USE  OF OUR INTELLECTUAL PROPERTY BY THIRD PARTIES MAY DAMAGE
OUR  BUSINESS  AND HINDER OUR EFFORTS TO ESTABLISH A BRAND NAME FOR OUR PRODUCT.
IN  ADDITION,  PROSECUTING  CLAIMS  OR  DEFENDING  AGAINST INTELLECTUAL PROPERTY
INFRINGEMENT  CLAIMS  COULD BE EXPENSIVE TO FSI, AND COULD DISRUPT OUR BUSINESS.

We  rely  on  trademark  and  copyright  law,  trade  secret  protection  and
confidentiality  agreements  with  our employees, partners potential third party
suppliers  and  others to protect our intellectual property rights licensed from
FSI.  Despite  our  precautions,  it may be possible for third parties to obtain
and  use our intellectual property without authorization.  Furthermore, the laws
of  some  foreign  countries may not protect intellectual property rights to the
same  extent  as  do the laws of the United States.  The unauthorized use of our
intellectual  property  by  third  parties  may  damage  our business and hinder
efforts  or  all  together  prevent us from establishing a brand name or product
recognition  for  our  product  and  services.  In  addition,  defending against
intellectual  property  infringement claims could be expensive to FSI, and could
disrupt  our  business.  In addition, successful infringement claims against FSI
may  result  in  substantial  monetary  liability  or may materially disrupt the
conduct  of  our  business.

OUR  SOLE  PROPRIETARY  RIGHTS  ARE  REPRESENTED BY OUR ACQUIRED INTEREST IN THE
FONEFRIEND  TECHNOLOGY  AND  ITS  NAME.   THE  COSTS  OF OBTAINING AND ENFORCING
PATENTS AND TRADEMARKS AND OF PROTECTING OUR LICENSED PROPRIETARY TECHNOLOGY (IN
CONTRAST  TO  THE  COSTS  TO  FSI WITH RESPECT TO SUCH TECHNOLOGY) MAY INVOLVE A
SUBSTANTIAL  COMMITMENT  OF  OUR  RESOURCES  AND DIVERT RESOURCES FROM OUR OTHER
OPERATIONS.

We  own no proprietary rights other than our acquired interest in the FoneFriend
technology  and  its  name  which we obtained through our license agreement with
FSI.  The  key  FoneFriend technologies acquired by us are described in the U.S.
and  international  patent  applications by FSI to the U.S. Patent and Trademark
Office  ("PTO").  These  patents make approximately 60 separate claims, the most
significant  of  which  are:  (1)  the  ability  to  switch from the PSTN to the
Internet  without  making  an  initial  PSTN  toll  connection;  (2) utilizing a
proprietary  server  and  telephone numbers to make an Internet call connection,
and  (3)  the  dynamic packet adjustment features utilized by the Internet phone
network.  To  date,  and  to  the best of our knowledge, FSI has had no opposing
claims  filed  with  the PTO or received any other opposing claims. The costs of
obtaining  and  enforcing  patents  and trademarks and of protecting proprietary
technology  may  involve  a  substantial  commitment of our resources and divert
resources  from  our  other operations.  Infringement claims against us, even if
without merit, may be time-consuming, result in costly litigation, or require us
to  enter  into royalty or licensing agreements that may or may not be available
on  terms  acceptable to us.  There can be no assurance that (i) litigation will
not be commenced seeking to challenge our or our licensors' patents or that such
challenges  will not be successful, (ii) processes or products of ours do not or
will  not  infringe  upon  the patents or copyrights of third parties, (iii) the
scope  of  patents  that  will be licensed to us will successfully prevent third
parties  from developing similar or competitive products, or (iv) that we or our
licensors'  patents or patent applications will issue or, if issued, will not be
reexamined, opposed, challenged, invalidated or circumvented, or that the rights
granted  thereunder will provide sufficient protection or competitive advantages
to  us.

                       Certain Legal And Regulatory Risks
                       ----------------------------------

THE  LEGAL  AND  REGULATORY ENVIRONMENT RELATED TO OUR BUSINESS IS UNCERTAIN AND
CHANGING  RAPIDLY,  AND  IT  COULD NEGATIVELY IMPACT OUR PROPOSED BUSINESS.  NEW
REGULATIONS  COULD  INCREASE OUR ANTICIPATED COSTS OF DOING BUSINESS AND PREVENT
US  FROM  DELIVERING OUR PRODUCT AND SERVICES IN PARTICULAR MARKETS, WHICH WOULD
ADVERSELY  AFFECT OUR POTENTIAL CUSTOMER BASE AND OUR REVENUE.  IN ADDITION, THE
GROWTH  OF  THE  INTERNET  MAY BE SIGNIFICANTLY SLOWED BY NEW REGULATIONS, WHICH
COULD  DELAY  GROWTH IN DEMAND FOR OUR PRODUCT AND SERVICES. FURTHER, REGULATORY
TREATMENT OF INTERNET TELEPHONY OUTSIDE THE UNITED STATES VARIES FROM COUNTRY TO
COUNTRY  AND  IS  SUBJECT  TO  CHANGE.

The  legal  and  regulatory environment related to our business is uncertain and
changing  rapidly, and it could negatively impact our proposed plan of business.
New  regulations  could  increase  our  anticipated  costs of doing business and
prevent  us  from  delivering  our  product  and services in particular markets,
including  foreign countries and over the Internet, which would adversely affect
our  potential  customer  base  and our revenue.  In addition, the growth of the
Internet  may  be  significantly  slowed  by  new regulations, which could delay
growth in demand for our product and services.  Further, regulatory treatment of
Internet  telephony outside the United States varies from country to country and
is  subject  to  rapid changes which may or may not be favorable to our intended
plan  of  business.  We cannot predict how the laws and regulations will develop
with  regard to Internet telephony.  New laws and regulations may address issues
that  include:

o    sales  and  other  taxes;
o    interstate  access  charges;
o    user  privacy
o    pricing  controls;
o    characteristics  and  quality  of  products  and  services;
o    consumer  protection;
o    contributions  to  the  Universal  Service  Fund,  which  is  funded  by
     telecommunications  carriers  for the purpose of supporting local telephone
     service  in  rural  and  high  cost  areas;
o    cross-border  commerce;
o    copyright,  trademark  and  patent  infringement;  and
o    other  claims  based  on  the  nature  and  content  of Internet materials.

To  date,  governmental  regulations  have  not materially restricted use of the
Internet  in  Internet  telephony  markets.  However,  the  legal and regulatory
environment that pertains to the Internet is uncertain and may change.  On April
10,  1998, the FCC issued a Report to Congress indicating its intent to regulate
certain  Internet  service  providers  that  use  Internet  protocols to provide
Internet  telephony  as  subject to telecommunications regulation.  According to
the  FCC,  Internet  phone-to-phone  services  bear  the  characteristics  of
telecommunications,  not  of  an  enhanced  information  service, which has been
historically  exempt  from  the  payment  of  access  charges  to local exchange
carriers  for  originating  and  terminating  calls  over  the  public  switched
telephone  network.  While neither Congress nor the FCC has yet formally adopted
laws  or  regulations  based  on  the  1998  FCC  Report, several Bell Operating
Companies  have  acted  to apply access charges to Internet telephony providers.

THE  LAW  RELATING  TO  THE  LIABILITY OF ONLINE SERVICES COMPANIES AND INTERNET
ACCESS  PROVIDERS  FOR DATA AND CONTENT CARRIED ON OR DISSEMINATED THROUGH THEIR
NETWORKS  IS  CURRENTLY  UNSETTLED.

It  is  possible that claims could be made against online services companies and
Internet access providers under United States and/or foreign law for defamation,
negligence, copyright or trademark infringement, or other theories based on data
or  content  disseminated  through  their networks, even if a user independently
originated  this  data  or  content.  Several  private  lawsuits
seeking  to  impose  liability  on online services companies and Internet access
providers  have  been  filed in U.S. and foreign courts. While the United States
has  passed laws protecting Internet access providers from liability for actions
by  independent users in limited circumstances, this protection may not apply in
any  particular  case  at  issue.  In  addition,  some countries, such as China,
regulate  or  restrict  the  transport  of  voice  and  data  traffic  in  their
jurisdiction.  The  risk  to  us,  as  an Internet access provider, of potential
liability  for  data  and  content carried on or disseminated through our system
could require us to implement measures to reduce our exposure to this liability.
This  may  require  us to expend substantial resources or to discontinue some of
our  services. Our ability to monitor, censor or otherwise restrict the types of
data  or  content  distributed through our network is limited. Failure to comply
with  any applicable law or regulations in particular jurisdictions could result
in  fines,  penalties  or the suspension or termination of our services in these
jurisdictions. The negative attention focused on liability issues as a result of
these  lawsuits  and  legislative proposals could adversely the growth of public
Internet  use.  The  imposition  of  any  liability  could harm our business and
prospects.

THE  FCC  AND STATE REGULATIONS MAY LIMIT THE SERVICES WE CAN OFFER AND RESTRICT
OUR  INTENDED  OPERATION  AND  DEVELOPMENT  OF  OUR  BUSINESS.

Our  intended  Internet telephony operations are not currently subject to direct
regulation  by the FCC or any federal, state or local governmental agency, other
than  regulations  applicable to businesses generally. However, the FCC recently
indicated  that the regulatory status of some services offered over the Internet
may  have  to  be  re-examined.  New  laws  or  regulations relating to Internet
services,  or  existing laws found to apply to them, may have a material adverse
effect  on  our  intended  plan  of  business, financial condition or results of
operations.

Our  planned  provision  of  Internet telephony services could become subject to
significant  regulation  at  the  federal,  state and local levels. The costs of
complying with these regulations and the delays in receiving required regulatory
approvals  or the enactment of new adverse regulation or regulatory requirements
may  have  a  material  adverse  effect on our business, financial condition and
operating  results.

We  cannot assure you that the FCC or state commissions will continue to refrain
from  taking regulatory action against us upon commencement of our business.  If
they  do,  we  must  fully  comply with the rules of the FCC or state regulatory
agencies,  or  face challenges to our authority to do business.  Such challenges
could  cause  us  to  incur  substantial  legal  and  administrative  expenses.

OUR DIRECTORS AND OFFICERS ARE INDEMNIFIED AGAINST CERTAIN LIABILITIES THAT THEY
MAY  INCUR IN CONNECTION WITH ACTIONS TAKEN ON OUR BEHALF.  SUCH INDEMNIFICATION
COULD REDUCE THE LEGAL REMEDIES AVAILABLE TO US AND OUR SHAREHOLDERS AGAINST OUR
DIRECTORS  AND  OFFICERS  ARISING  OUT  OF  THEIR  ACTIONS.

We  have  executed  indemnification agreements that will indemnify each director
and  officer  against certain liabilities that they may incur, and, in addition,
our  By-Laws  provide  that  our  directors and officers are indemnified against
certain  liabilities,  including liabilities arising under the Securities Act of
1933,  as  amended,  to  the  fullest extent provided by the law of the State of
Delaware.  Each  of  these measures could reduce the legal remedies available to
us  and  our  shareholders  against  such  individuals.

WE  DO  NOT  HAVE  PRODUCT  LIABILITY  INSURANCE  AND,  AS A RESULT, WE COULD BE
SUBJECTED  TO  CLAIMS  FOR  PRODUCT  LIABILITY  RESULTING  FROM  THE  USE OF OUR
PRODUCTS.

We  do  not  have  product  liability  insurance  and,  as a result, we could be
subjected  to  claims  for  product  liability  resulting  from  the  use of our
products.  In  the  event  product liability claims are filed, they could have a
material  adverse  effect on our financial condition and on the marketability of
any  affected  products.  Although  we  intend  to  acquire  adequate  liability
insurance,  the cost of such insurance may be prohibitive and we may not be able
to  purchase  such insurance.  Even if we do purchase the insurance, there is no
assurance  that  any  potential claims will not exceed the insurance coverage or
that  all  claims  will  be  within  the  coverage  afforded.

                              Other Business Risks
                             ----------------------

INTERNET  TELEPHONY  IS AT AN EARLY STAGE OF DEVELOPMENT, AND IT IS DIFFICULT TO
PREDICT  THE  SIZE  OF  THIS  MARKET  AND  ITS GROWTH RATE.  WE BELIEVE THAT OUR
INTENDED  BUSINESS  WILL  NOT GROW WITHOUT INCREASED USE OF THE INTERNET. DEMAND
AND  MARKET  ACCEPTANCE  FOR  RECENTLY INTRODUCED PRODUCTS AND SERVICES OVER THE
INTERNET  ARE  STILL  UNCERTAIN.  THE  INTERNET  MAY  NOT  PROVE  TO BE A VIABLE
COMMERCIAL  MARKETPLACE  FOR  A  NUMBER OF REASONS, ANY OF WHICH COULD ADVERSELY
AFFECT  OUR  BUSINESS.

Internet  telephony  is  at  an  early  stage  of development, and it is hard to
predict  the  size  of  this  market  and  its growth rate.  We believe that our
intended  business  will not grow without increased use of the Internet.  Demand
and  market  acceptance  for  recently introduced products and services over the
Internet  are  still  uncertain.  We  cannot predict whether potential customers
will  be  willing  to  shift  their  traditional  international or long distance
calling  activities  to  an Internet based solution like we intend to offer. The
Internet  may  not  prove  to be a viable commercial marketplace for a number of
reasons,  including:

o    concerns  about  security;
o    Internet  congestion;
o    inconsistent  service;  and
o    lack  of  cost-effective,  high-speed  access.

If  the  use  of  the  Internet as a commercial marketplace does not continue to
grow,  we may not be able to grow our customer base, which could prevent us from
increasing  revenues  or  achieving  profitability.

OUR  BUSINESS  PROSPECTS MAY SUFFER IF WE ARE NOT ABLE TO KEEP UP WITH THE RAPID
TECHNOLOGICAL  DEVELOPMENTS  IN  OUR  INDUSTRY.

The  communications  industry  is subject to rapid and significant technological
changes,  such  as  continuing  developments  of  alternative  technologies  for
providing  high-speed  voice  communications.  We  cannot  predict the effect of
technological  changes  on our intended plan of business. We may rely in part on
third  parties, including some of our potential competitors, for the development
of  and  access  to communications technologies. We expect that new services and
technologies  applicable to our proposed markets will emerge.   New products and
technologies  may  be  superior  and/or  render  obsolete  the  products  and
technologies that we currently intend to use to deliver our services. Our future
success  will  depend,  in  part,  on  our  ability  to  anticipate and adapt to
technological  changes  and  evolving  industry  standards.  We may be unable to
obtain  access  to new technologies on acceptable terms or at all, and we may be
unable  to obtain access to new technologies and offer services in a competitive
and/or efficient manner. Any new products and technologies may not be compatible
with  our  technologies  and  intended business plan. We believe that the global
communications  industry  should set standards to allow for the compatibility of
various  products and technologies. The industry, however, may not set standards
on  a  timely  basis  or  at  all.

WE  DEPEND  ON  THE  SERVICES OF OUR SENIOR MANAGEMENT TEAM AND KEY CONSULTANTS.

Our  future success depends to a significant extent on the continued services of
our  senior management, particularly Jackelyn Giroux, our President, and Gary A.
Rasmussen,  our  business  consultant,  as  well  as  Dr.  Faramarz  Vaziri, our
technology  consultant.  The  loss of the services of any of these executives or
consultants,  or any other present or future key employee, could have a material
adverse  effect  on  the management of our intended business. We do not maintain
"key  person"  life  insurance  for  any  of  our  personnel  or  consultants.

COMPETITION  FOR  HIGHLY-SKILLED  PERSONNEL  IS  INTENSE  AND THE SUCCESS OF OUR
FUTURE  BUSINESS  DEPENDS  ON  OUR  ABILITY  TO  ATTRACT,  RETAIN AND MANAGE KEY
PERSONNEL.

The success of our future business depends on our continuing ability to attract,
retain  and motivate highly-skilled employees. As we start to grow, we will need
to  hire additional personnel in all areas. Competition for personnel throughout
the  voice  communications industries is intense. We may be unable to attract or
retain  key employees or other highly qualified employees in the future. We have
from  time  to  time  in  the  past  experienced,  and  we expect to continue to
experience  in  the  future,  difficulty  in hiring and retaining highly skilled
employees  with  appropriate  qualifications. If we do not succeed in attracting
sufficient  new personnel or retaining and motivating our current personnel, our
ability  to  provide  our  services  could  be  adversely  affected.

OUR  PRINCIPAL  STOCKHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL
HAVE  LITTLE  OR  NO  PARTICIPATION  IN  OUR  BUSINESS  AFFAIRS.

Currently,  our  principal  stockholders, Jackelyn Giroux, Gary A. Rasmussen and
Dennis  Johnston,  own  or  control  approximately  42% of our common stock.  In
addition,  the  Company's agreements with Jackelyn Giroux and Gary A. Rasmussen,
as  amended,  contain anti-dilution clauses which entitle them to maintain their
equity  positions  in  the  Company at 21.2% and 25%, respectively. As a result,
these  individuals,  have  significant  influence  over  all  matters  requiring
approval  by our stockholders without the approval of minority stockholders.  In
addition,  they  are able to elect all of the members of our Board of Directors,
which allows them to significantly control our affairs and management.  They are
also  able  to  affect  most corporate matters requiring stockholder approval by
written  consent,  without  the need for a duly noticed and duly-held meeting of
stockholders.  Accordingly, you will be limited in your ability to affect change
in  how  we  conduct  our  business.

OUR  INABILITY  TO DEVELOP OR FINANCE STRATEGIC ALLIANCES OR ACQUISITIONS NEEDED
TO  COMPLEMENT  OUR INTENDED PLAN OF BUSINESS COULD IMPEDE OUR ABILITY TO EXPAND
AND  HARM  OUR  FUTURE  BUSINESS.

As  part  of our growth strategy, we may seek to develop strategic alliances and
to  make  investments  or acquire assets or other businesses that will relate to
and  complement  our intended plan of business. We are unable to predict whether
or  when  any  strategic  alliance  will  occur  or the likelihood of a material
transaction  being  completed  on  favorable  terms  and  conditions.  Our
ability  to  finance  acquisitions and strategic alliances may be constrained by
our  degree  of  leverage  at  the  time  of  such  acquisition.

 We  cannot assure you that any acquisition will be made or that we will be able
to  obtain  the  funds  necessary  to finance the costs associated with any such
acquisition.  We  currently  have  no  definitive agreements with respect to any
material  acquisition,  although  from time to time we may have discussions with
other  companies and assess strategic alliances and acquisition opportunities on
an  ongoing  basis.  However,  there  can  be no assurance that we will complete
successfully  any  or  all of the such activities being contemplated or what the
consequences  thereof  would  be.

                                USE OF PROCEEDS

This  prospectus  relates  to shares of our common stock that may be offered and
sold  from  time  to  time  by  the  selling  stockholders.  We will not receive
proceeds  from the sale of shares of common stock in this offering.  However, we
will  receive  the  proceeds from the sale of shares of common stock to Dutchess
under  the  Investment  Agreement.  The  purchase  price of the shares purchased
under  the  Investment  Agreement will be equal to 94% of the lowest closing bid
price  of  our  common stock on the Over-The-Counter Bulletin Board for the five
days  immediately  following  the date of our notice of election to exercise our
put.

For  illustrative purposes, we have set forth below our intended use of proceeds
for  the  range  of  net  proceeds  indicated  below  to  be  received under the
Investment Agreement.  The table assumes estimated offering expenses of $25,000.





                                   Proceeds              Proceeds
                                   If 100% Sold          If 50% Sold
                                   ------------          -----------
                                                   

Gross Proceeds                     $  3,000,000          $ 1,500,000

Estimated remaining
accounting, legal and
associated expenses of Offering    $     25,000          $    25,000
                                   ------------          -----------
Net Proceeds                       $  2,975,000          $ 1,475,000
                                   ============          ===========

                                      Use of               Use of
                                     Proceeds             Proceeds
                                   ------------          -----------
Deployment of Technology &
Infrastructure                     $    600,000          $   300,000
Product Inventory & Manufacturing  $    600,000          $   600,000
General Marketing                  $  1,000,000          $   300,000
Working capital and general
corporate expense                  $    775,000          $   275,000
                                   ------------          -----------
                                   $  2,975,000          $ 1,475,000
                                   ============          ===========




The  amounts  set  forth  above indicate our proposed use of the proceeds we may
receive  from  our  equity  credit  line  with  Dutchess.  However,  our  actual
expenditures  may vary substantially depending on various factors, many of which
cannot  be  predicted  at  this  date.  Accordingly,  we  reserve  the  right to
reallocate  all  or  a  substantial  portion  of any part of the proceeds as our
management  deems  appropriate  to  meet  future  business  conditions.

Proceeds  of  the  offering  which are not immediately required for the purposes
described  above  will  be  invested  in  United  States  government securities,
short-term  certificates  of  deposit,  money  market  funds or other high-grade
short-term  interest-bearing  investments.


                         DETERMINATION OF OFFERING PRICE

The  shares  of  common  stock  are  being  offered  for  sale  by  the  selling
stockholders  at prices established on the Over-The-Counter Bulletin Board or in
negotiated  transactions  during  the  term of this offering.  These prices will
fluctuate  based  on  the  demand  for  the  shares.


                                    DILUTION

Our  net  tangible  book value as of December 31, 2003 was $880,238 or $.092 per
share  of  common  stock.  Net tangible book value is determined by dividing our
tangible  book value (total tangible assets less total liabilities and preferred
stock)  by  the  number  of  outstanding  shares  of our common stock.  However,
subsequent  to  December  31,  2003, we issued an additional 9,628,444 shares of
common stock and no longer have any preferred stock outstanding. As of March 15,
2004,  we  had  a  total of 19,184,444 shares of common stock outstanding and no
shares  of  preferred stock outstanding. Accordingly, our current pro forma book
value  per  share  of  common  stock, adjusted as of December 31, 2003, would be
about  $.046.

Since this offering is being made solely by the selling stockholders and none of
the  proceeds will be paid to us, our net tangible book value will be unaffected
by this offering.  Our net tangible book value, however, will be impacted by the
common  stock to be issued under our Investment Agreement with Dutchess.  Higher
offering  prices  result  in  increased dilution to new investors. The amount of
dilution  will  depend  on  the offering price and number of shares to be issued
under  the  Investment  Agreement.

For  example,  if  we  were to issue 15,000,000 shares of common stock under the
Investment  Agreement  at  an  assumed  average offering price of $.20 per share
(less  offering  expense of $25,000, or a net of $2,975,000), plus an additional
700,000  shares  issued to Compass Capital at an assumed price of $.20 per share
(increasing  our book value by $140,000) our pro forma book value adjusted as of
December  31,  2003,  would  have  been  $3,996,058,  or  about  $.115 per share
(assuming  a  total  of 34,884,444 shares of common stock outstanding after this
offering).  This  example would represent an immediate increase in our pro forma
book  value  to  our  existing  shareholders of $.069 per share and an immediate
dilution  to  new  shareholders  of  about  $.085  per  share,  or  42.5%.

The  following  table  illustrates the per share dilution based on this example:

Assumed  Average  Offering  Price  Per  Share                              $.200
Net  Tangible  Book Value Per Share Before This Offering (1)               $.046
Increase  Attributable  To  New Investors (2)                              $.069
                                                                           -----
Net  Tangible  Book Value Per Share After This Offering                    $.115
                                                                           -----
Dilution  Per  Share  To  New  Shareholders                                $.085
                                                                           -----
_______________

(1)  Assumes  a  pro forma adjusted book value of $881,058 on December 31, 2003,
     and  19,184,444  shares  of  common  stock  outstanding,  and  no shares of
     preferred  stock  outstanding,  as  of  March  15,  2004.

(2)  Assumes  a  net  increase  of  $3,115,000  in pro forma adjusted book value
     (attributable  to  new  shares  issued to Dutchess and Compass Capital) and
     34,884,444  shares  outstanding  after  this  offering.

The  offering  price  of  our  common stock is based on the then-existing market
price.  In order to give prospective investors an idea of the dilution per share
they  may  experience, we have prepared the following table showing the dilution
per  share assuming the Company receives the maximum amount of proceeds from the
Investment  Agreement with Dutchess and at various assumed trading prices (i.e.,
94% of the lowest closing prices during the applicable five day pricing period):

Assumed  Per  Share        Number  Of                    Dilution  Per  Share
Offering  Price            Shares  To Be Issued (1)      To New Investors (2)(3)
-------------------        ------------------------      -----------------------
     $ .05                    60,000,000                    $.00
     $ .10                    30,000,000                    $.02
     $ .15                    20,000,000                    $.05
     $ .20                    15,000,000                    $.09
     $ .25                    12,000,000                    $.12
     $ .30                    10,000,000                    $.17
     $ .40                     7,500,000                    $.25
     $ .50                     6,000,000                    $.35
     $ .75                     4,000,000                    $.58
     $1.00                     3,000,000                    $.83

_______________

(1)  We  currently  have  no  intent  to exercise the put right in a manner that
     would result in the issuance of more than 15,000,000 shares, but if we were
     to  exercise  the  put  right  in  such  a way that would exceed 15,000,000
     shares,  we  would  be  required  to file another registration statement in
     order  to  register  additional  shares.

(2)  Assumes  a  pro  forma,  net  tangible book value of $881,058, or $.046 per
     share  (adjusted  for  19,184,444 shares outstanding) before this offering,
     and a pro forma, net tangible book value of $3,856,058 after this offering.

(3)  Assumes  that  Compass  Capital is issued 700,000 shares at $.20 per share.


                                 CAPITALIZATION

The  following  table sets forth our pro forma capitalization as of December 31,
2003, which information includes and accounts for the effects of the anticipated
results  of  the completion of the sale of 7,500,000 shares of our common stock,
in  the  event  that  we  realize  50%  of  the $3 Million credit line under our
Investment  Agreement  with  Dutchess, on the one hand, and 15,000,000 shares of
our  common  stock,  in  the event that we realize 100% of the $3 Million credit
line  under  our  Investment  Agreement  with  Dutchess, on the other hand, both
scenarios  of which are presented at an assumed offering price of $.20 per share
(after  deduction  of  the  estimated  expenses  of  the  offering).

This  table  should be read in conjunction with the "Management's Discussion and
Analysis  of  Financial  Condition  and Results of Operations" and the financial
statements  in  the  accompanying  notes and other financial information in this
prospectus.




                                           50% or                     100% or
                                         7,500,000                  15,000,000
                                           shares                     shares
                                      -----------------          -----------------
                                      December 31, 2003          December 31, 2003
                                          (audited)                 (unaudited)
                                      -----------------          -----------------
                                                           

Cash                                  $       1,486,853          $       2,986,853

Liabilities:
   Current Liabilities                          342,049                    342,049
      Total Liabilities                         367,049                    367,049

Shareholders' Equity:
   Preferred Stock, 50,000,000 shares
     authorized: 820,361 issued                     820                        820
   Common Stock, 200,000,000 shares
     authorized: 17,056,000 and
     24,556,000, respectively, issued            17,056                     24,556
   Accumulated deficit                       (1,541,851)                   (41,851)

      Total shareholders' equity              2,356,058                  3,856,058

      Total capitalization            $       5,405,409          $       6,912,909





                                DIVIDEND POLICY

We  do  not  pay  dividends  on our common stock and we do not anticipate paying
dividends  on  our  common stock in the foreseeable future.  We intend to retain
our  future  earnings,  if  any,  to  finance  the  growth  of  our  business.


                      ORGANIZATION WITHIN LAST FIVE YEARS

We are a development stage company which currently has no revenues.  Our primary
business  is  to  market  an  Internet  telephony device and related services to
consumers  and  businesses  worldwide,  called  the "FoneFriend." The underlying
technology  of  the  FoneFriend  device  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 by using
their  standard  residential  telephone  set.

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

On  November  20,  2002,  we  issued  4,600,000 shares for cash consideration of
$4,600 to two executive officers and a consultant. These shares were acquired by
the individuals in connection with their agreements to provide personal services
to  the  Company.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

On  November 20, 2002, we issued 423,000 shares to Dennis Johnston, our Director
and  Secretary, as consideration for his services in connection with the merger.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

On  November  20,  2002,  pursuant to the terms of a statutory merger, we issued
2,200,000  shares  of  common  stock and 820,361 shares of preferred stock (each
share  of  which  was convertible into one share of common stock) to FoneFriend,
Inc.,  a  Nevada  corporation,  in  exchange  for  all of its assets. The Nevada
corporation  then  distributed  these  shares, on a pro-rata basis, to about 300
shareholders.  The Nevada corporation was then liquidated. Also, pursuant to the
merger,  we  issued  423,000 shares of common stock to the Liquidating Trust for
the  benefit  of  creditors  of  Universal  Broadband Networks, Inc., a Delaware
corporation  of  which  we  are  the  successor.

Pursuant  to U.S. Bankruptcy Code Section 1155(a), the shares of common stock we
issued in connection with the bankruptcy have been ordered exempt from Section 5
of  the Securities Act of 1933 and any State or local law requiring registration
for  the  offer  or sale of a security or registration or licensing of an issuer
of, underwriter of, or broker or dealer in, a security.  In addition, all of the
shares  were  issued to "accredited investors" within the meaning of Rule 501 of
the  Securities Act of 1933, and the issuance met the other requirements of, and
therefore  qualifies as, an exempt private placement pursuant to Rule 506 of the
Securities  Act  of  1933.

In  July,  2003,  we issued 60,000 shares of common stock to an option holder of
our  predecessor  company  to  settle  litigation.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the
Securities  Act  by reason of Section 4(2) thereof and/or Regulation D under the
Securities  Act  as  a  non-public  sale  of  securities due to the absence of a
general  solicitation,  the  general  nature  and  circumstances  of  the  sale,
including  the qualifications of the purchasers, and the restrictions on resales
imposed  on  the  securities  acquired.

In  December,  2003,  we issued 70,000 shares of common stock to a consultant in
exchange  for  personal  services  provided  to  the  Company which we valued at
$3,500.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

In  January,  2004,  we  issued  1,000,000  shares  of  common  stock  for  cash
consideration  of  $1,000 to our President, Jackelyn Giroux, to cure a breach of
her  employment  agreement.  In  addition, in January, 2004, we issued 3,000,000
shares  of  common  stock  for  cash consideration of $3,000 to our Chairman and
consultant,  Gary  Rasmussen,  to  cure  a  breach  of his consulting agreement.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  of  the  securities  acquired.

In  January,  2004,  we  issued a total of 2,443,083 shares of common stock as a
special  dividend  on  our  Series  A  Convertible Preferred stock. Further, the
preferred  stock  was  converted  into  814,361  shares  of  common  stock.

The  Company  believes  that  the  special  dividend on our Series A Convertible
Preferred stock was exempt from registration by reason of the provisions of Rule
144  under the Securities Act.  In addition, the Company believes the conversion
of  preferred  stock  into  common  stock was exempt from registration under the
Securities  Act  by reason of Section 4(2) thereof and/or Regulation D under the
Securities  Act  as  a  non-public  sale  of  securities due to the absence of a
general  solicitation,  the  general  nature  and  circumstances  of  the  sale,
including  the qualifications of the purchasers, and the restrictions on resales
of  the  securities  acquired.

In  January,  2004, we also issued 12,500 shares to Dutchess Advisors, LLC., for
legal  services rendered in connection with the financing agreement entered into
with  Dutchess.

In  January, 2004, we also issued 150,000 shares to Danzig, Ltd., for consulting
services  to  be  rendered  to  us  in  connection  with  finding  financing and
implementing  financial  strategies  and  planning.

In  January,  2004,  we also issued 250,000 shares to Greentree Financial Group,
Inc.  for  professional  services  to  be rendered to us in connection with this
offering,  the  preparation  of  a  registration  statement, review of quarterly
reports,  edgarizing of all filings with the Commission and general consultation
on  securities  matters.

In  January,  2004,  we  also issued 900,000 shares to RR Inv Holdings, Inc. for
services  to  be  rendered  to  us  in  connection  with our securities markets,
research  reports,  investor  relations  and  public  relations.

In  January,  2004,  we  also  issued  350,000  shares  to  The  Bulletin  Board
Productions,  LLC  for marketing and media production services to be rendered to
us  in  connection  with  creating  television  commercials  and  purchasing  of
air-time.

In  January,  2004,  we  also  issued  300,000  shares  to  Lothar Elsaessar for
consulting  services  to  be  performed  for us in Europe relating to marketing.

In  January,  2004,  we  also  issued  300,000  shares to Hans Georg Huetter for
consulting  services  to  be  performed  for  us  in Europe relating to business
development.

In  January, 2004, we also issued 170,000 shares to Winston Johnson for services
performed  as  our technology consultant for the 3-month period from November 1,
2003  through  January  31,  2004.

The  Company believes that all of the above-listed issuances in January, 2004 of
shares of common stock were exempt from registration under the Securities Act by
reason of Section 4(2) thereof and/or Regulation D under the Securities Act as a
non-public  sale of securities due to the absence of a general solicitation, the
general  nature  and  circumstances of the sale, including the qualifications of
the  purchasers,  and  the  restrictions  on resales of the securities acquired.

Sales  of  Unregistered  Securities  by  Predecessor  Company

From  May, 2001, through May, 2002, the Company's predecessor, FoneFriend, Inc.,
a Nevada corporation, conducted a limited, private offering of its common stock,
intended  to comply with Rule 506 of Regulation D, to accredited investors only.
No sales were made to any non-accredited investors. This offering raised a total
of  $3,439,945 in gross proceeds from the sale of 687,989 shares of common stock
to  approximately  280  investors.  The  Company  believes that the offering was
exempt  from  registration  under  the  Securities Act as these prior sales were
conducted  in reliance upon exemptions set forth under Sections 3(B), 4(2), 4(6)
and  Regulation  D  of the Securities Act as an exempt sale of securities due to
the  general  nature and circumstances of the sale, including the qualifications
of  the  purchasers, and the restrictions on resales of the securities acquired.

During  the  calendar  year  of  2003, Jackelyn Giroux, the Company's President,
along  with a member of her family, and Gary Rasmussen, then a consultant to the
Company,  made  several  short  term  loans of various amounts to the Company to
cover  its  operating expenses. The aggregate amount of such loans did not total
over  $60,000 and were repaid to these individuals without interest in December,
2003.   The  effects  of  imputed  interest  on  the  shareholders  loans  were
immaterial.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

The  discussion  contained  in  this  prospectus  contains  "forward-looking
statements"  that  involve  risk  and  uncertainties.  These  statements  may be
identified  by  the  use  of  terminology  such as "believes", "expects", "may",
"should", or "anticipates", or expressing this terminology negatively or similar
expressions  or  by  discussions of strategy.  The cautionary statements made in
this  prospectus  should  be  read  as  being  applicable  to  all  related
forward-looking  statements  wherever they appear in this prospectus. Our actual
results  could  differ  materially  from  those  discussed  in  this prospectus.
Important  factors  that  could  cause or contribute to such differences include
those  discussed  under  the  caption  entitled "risk factors," as well as those
discussed  elsewhere  in  this  prospectus.

Overview
--------

We are a development stage company which currently has no revenues.  Our primary
business  is  to  market  an  Internet  telephony device and related services to
consumers  and  businesses  worldwide,  called  the "FoneFriend." The underlying
technology  of  the  FoneFriend  device  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 by using
their  standard residential telephone set (without the need for a computer), for
a  low monthly fee of $9.95.  Due to the low cost of transmitting calls over the
Internet,  the  Company  anticipates  that  it  may  realize  significant profit
margins,  in  excess  of  those  in the traditional telecommunications industry.
However,  there  can  be  no  assurance that these profit margins, or any profit
margin,  will  ever  be  realized.

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

Our  plan  of  operations  is to grow our development stage company to the point
where  we  can sell the FoneFriend device to consumers and generate revenue from
operations.  The  timing  and  feasibility of this plan will depend primarily on
the availability of capital to finance our growth, and we can make no assurances
that  our  plan  of  operations  will  ever  be  realized.  Our  strategy  for
implementing  our  plan  includes  the  following:

1.   Depending  on  the availability of financing, we plan to order and initiate
     the  manufacturing  of  the  first 10,000 FoneFriend units over the next 12
     months,  at  a  total  cost  of  approximately  $600,000.

2.   Depending  on  the  availability  of  financing,  we  plan  to  build out a
     technological  infrastructure  for  our  company,  including  software  and
     hardware  that  will  efficiently  operate  and  service  our customers. We
     estimate  this  will  cost approximately $300,000 for software and $150,000
     for  Dr.  Vaziri  to  provide,  among  other things, engineering support in
     building  the  infrastructure,  product  enhancements  and  integration  of
     software  to  our  hardware.  In addition, depending on the availability of
     financing,  we  may  spend  approximately  $150,000  or  more  in  hardware
     purchases,  such  as  servers  and  gateways.

3.   Depending  on  the  availability  of  financing,  we plan to concentrate on
     marketing our product. We will produce TV and radio commercials and acquire
     air time. We have already contracted with a media production and consulting
     firm  to  handle  this  work  in  exchange for 350,000 shares of our common
     stock.  We  will also develop other channels of marketing such as resellers
     and  affinity  groups. Initial marketing efforts will start in the U.S. and
     spread  to  foreign  markets such as Europe, where the consumer opportunity
     also  looks  promising. Depending upon cash flow, product acceptance and/or
     financing options available to us, we estimate spending $1,000,000, or more
     on  marketing  and product promotion over the next 12 to 24 months. We have
     also  hired  two  business consultants to help establish marketing channels
     through  strategic  partners  or  resellers  internationally.

4.   Depending  on the availability of financing, we plan to spend approximately
     $800,000  for  General & Administrative Expenses over the next 12 months as
     we  commence  and  expand  operations  and  personnel.

5.   We  plan to pursue equity financings, equity participation arrangements and
     debt  financings to cover our marketing expenses and business expansion. We
     estimate  that  we  will  require  a minimum of approximately $2,000,000 in
     financing to actively pursue our intended strategy over the next 12 months.
     We  are  actively seeking various financing alternatives for manufacturing,
     development  of  our  infrastructure,  marketing,  equipment  purchases and
     overhead. In this regard, we recently entered into an Equity Line of Credit
     with  Dutchess Private Equities Fund, L.P., whereby we can "put" to them up
     to  $3  million  in  our  common stock over a three year period of time for
     cash.  This equity financing will increase our chances of succeeding at our
     growth  plans. However, there is no assurance that we will be able to "put"
     shares under this Equity Line of Credit once this registration statement is
     declared  effective  by the Commission, or at what level we will be able to
     "put"  shares, since there are numerous conditions precedent for each "put"
     of  our  shares  to  Dutchess, all of which has been described elsewhere in
     this  prospectus.  Therefore,  we continue to explore additional equity and
     debt  financings,  vendor  financing  programs,  letters  of  credit  for
     manufacturing,  leasing  arrangements  for  our  product  and  equity
     participation for media purchases that will advertise our product. Also, we
     believe  that  marketing  and  consumer  awareness is central to generating
     monthly  revenues. And, we believe that our product may have greater appeal
     to  foreign consumers due to the greater amount of savings they may realize
     over  typically  expensive  rates  of  foreign  telephone  companies.

Results  of  Operations.
------------------------

For  the  nine month periods ended December 31, 2003 and 2002, and for the years
ended  March  31,  2003  and  2002.

Sales.
------

We are a development stage company.  Since inception, we have not had any sales.

Cost  of  Goods  Sold.
----------------------

We  are  a  development  stage  company.  We  do  not  have a Cost of Goods Sold
inasmuch  as  we  have  not  sold  any  products  to  date.

Expenses.
---------

Expenses  from  Development  Stage Operations for the nine months ended December
31,  2003  and  2002  were  $526,100  and  $610,515, respectively, a decrease of
$84,415.  The  decrease in expenses was primarily attributable to a reduction in
salaries  and  payroll  expense during the 2003 period.  During the period ended
December  31,  2003, we paid no salaries and payroll expense and accrued reduced
consulting  fees  compared  to  $127,283 for the period ended December 31, 2002.

Expenses  from  Development  Stage  Operations for the eleven month period ended
March  31,  2003  and  for  the  year  ended  April 30, 2002 were $1,605,464 and
$885,288,  respectively,  an  increase  of $720,176.  The increase was primarily
attributable  to  the  write  down  in  carrying value of previously capitalized
development  costs  of  $865,108.  Other  notable  expense  account  differences
included  the  following:  (i) a decrease in rent expense of $86,244, and (ii) a
decrease  in  telephone  expense  of  $69,275.

Our  other  Expenses  from Development Stage Operations remained either fixed or
relatively  constant  during  the  year  ended  March  31,  2003.

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

Income/Losses.
--------------

Net  loss for the nine months ended December 31, 2003 was $526,100 versus a loss
of  $610,515 in the same period in 2002, a decrease of $84,415. The decrease was
primarily  attributable  to  the  reduction  in  salaries  and  payroll expense.

Net  loss for the eleven month period ended March 31, 2003 was $1,605,464 versus
$885,288  in  2002,  an  increase  of  $720,176. The increase was also primarily
attributable  to  the  write  down  in  carrying value of previously capitalized
development  costs.  We  expect to continue to incur losses at least through the
fiscal  year  2005.

Impact  of  Inflation.
----------------------

We believe that inflation has had a negative impact on our results of operations
since inception. Until we are able to sell products and generate revenue we will
be  unable  to  pass  on inflationary increases in our Expenses from Development
Stage  Operations  through  increases  in  revenue.

Liquidity  and  Capital  Resources.
-----------------------------------

Cash  flows  used in operations were $177,422 for the nine months ended December
31,  2003 versus cash used in operations of $764,902 in 2002. Net cash flows for
2003 were primarily from $169,912 from financing offset by the cash used for the
period  of  $177,422. Net cash flows for the nine months ended December 31, 2002
were  primarily  attributable  to  proceeds of $244,199 from newly issued common
stock,  offset  by  increases  in  cash  used  in  operations  of  $764,909.

Cash  flows  used  in operations were $880,310 for the eleven month period ended
March  31, 2003, versus $2,350,128 for the year ended April 30, 2002. Cash flows
used  in operations for both periods were primarily attributable to our net loss
from  operations  partially  offset  by  funds raised through the sale of common
stock.

Cash  flows  provided  by financing activities were $169,912 for the nine months
ended  December  31,  2003  versus  $259,189  during  the  same  period in 2002.

Cash  flows  generated  from  financing  activities were $672,521 for the eleven
month period ended March 31, 2003 versus $3,078,138 for the year ended April 30,
2002.  Cash  flows  for  the  eleven  month period ended March 31, 2003 included
$671,701 in proceeds from sales of common stock to various investors pursuant to
limited,  private  offerings.

Going  Concern  Opinion.
------------------------

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

We  estimate  we will need approximately $2,000,000 in additional capital during
the  next  12  months. This offering is intended to address that problem.  If we
develop  revenues  from  operations  during  2004,  the  need for capital at the
projected  level  will  decrease.

Overall, we have funded our cash needs from inception through December 31, 2003,
with  a  series of debt and equity transactions.  With this equity financing, we
are  attempting  to raise capital through an Equity Line of Credit.  The failure
of  this  equity  financing  to materialize as anticipated could have a material
adverse  effect  on  our  operations  and  financial  condition.

We  had  cash on hand of $11,853 and a working capital deficit of $262,521 as of
December  31,  2003.  We  had  cash  on  hand of $15,966 and  working capital of
$52,685  as  of  December  31,  2002.  Our  current  working  capital deficit is
primarily  due to current obligations in accounts payable and accrued consulting
expense.  We  can  not  yet,  and may never be able to, rely on the existence of
revenue  from  our  business,  however,  we have no current or projected capital
reserves  that  will  sustain  our business for any length of time. In addition,
there  can  be  no  assurance  that  additional  capital  in  the future will be
available  to  us  when  needed  or  available on terms favorable to FoneFriend.

On  a  long-term  basis,  liquidity  is  dependent on continuation of successful
financing  activities.  The funds raised from this offering will also be used to
market  our  product  as  well  as  expand  operations and contribute to working
capital.  However,  there  can  be  no  assurance that we will be able to obtain
additional  equity or debt financing in the future, if at all.  If we are unable
to raise additional capital, our growth potential will be adversely affected and
we  will  have  to  significantly modify our plans. For example, if we unable to
raise  sufficient  capital  to  develop  our  business  plan,  we  may  need to:

-    Curtail  our  product  launch
-    Forego  or  postpone  marketing  expenditures
-    Limit  our  future  marketing efforts to areas that we believe would be the
     most  efficient  and  profitable.
-    Outsource  goods  and  services  as  much  as  possible.

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

                            DESCRIPTION OF BUSINESS

ORGANIZATION
FoneFriend,  Inc. ("FoneFriend" or the "Company") is a development stage company
and  currently  has  no  revenues.  It  was  originally  incorporated in 1992 in
Delaware  under  the  name Picometrix, Inc., doing business in an industry other
than  Internet telephony. The Company merger with IJNT.Net, which was engaged in
the  provision  of  wireless  communications services, including Internet access
services.  Soon  thereafter,  it became a publicly traded company under the name
IJNT.Net.  In  1997,  it  acquired  another  business  and  changed  its name to
Universal  Broadband  Networks,  Inc.  ("UBN"),  whose  primary business was the
provision  of  Internet  and  related  services  using microwave technology.  On
October  31, 2000, UBN filed a voluntary petition for reorganization pursuant to
Chapter  11,  Title  11  of the United States Code, 11 U.S.C.    101 et seq., in
the  United  States  Bankruptcy  Court  for  the District of Eastern California.
Pursuant  to an Amended and Restated Plan of Merger dated June 12, 2002, between
FoneFriend,  Inc.  a  Nevada  corporation  founded  in  April, 2001 ("FoneFriend
Nevada")  and  UBN,  which was approved by the Bankruptcy Court and, on November
21,  2002, UBN completed its acquisition of all the assets of FoneFriend Nevada.
Subsequent  to  this  acquisition,  FoneFriend  Nevada  was dissolved and UBN, a
Delaware corporation, changed its name to FoneFriend Inc. ("FoneFriend Delaware"
or  the "Company").  Shares of FoneFriend's common stock are currently quoted in
the  Over-The-Counter  Bulletin  Board  market under the stock symbol "FFRD.OB".
The  Company  maintains its corporate office in the State of California at 14545
Friar  Street,  Suite  103,  Van Nuys, California 91411. The Company's telephone
number  is:  (818)  376-1616.  The  corporate  e-mail  address  is:
mail@fonefriend.biz.

Pursuant  to  the  express  terms  of  the  Plan  of  Merger:
1.   All of UBN's previously issued and outstanding shares of capital stock were
     cancelled  and extinguished and the stockholders of UBN prior to the Merger
     shall  have  no  further  interest  or  rights  in  UBN.
2.   The  Company issued 2,200,000 shares of newly created common stock in favor
     of FoneFriend Nevada, in exchange for all of FoneFriend Nevada's assets and
     115,750  shares  of  newly  created  common stock in favor of a Liquidating
     Trust.  As  a  result, the Company had a total of 2,315,750 shares of newly
     created common stock issued and outstanding of which former shareholders of
     the  dissolved  FoneFriend  Nevada  owned  ninety-five percent (95%) and J.
     Michael  Issa, Esq., as Trustee of the Liquidating Trust (which was created
     under  the  Plan),  owned  five  percent  (5%).
3.   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.
4.   FoneFriend  Nevada's  management distributed the Company's shares received,
     to  its  shareholders,  on a pro-rata basis. Each shareholder of FoneFriend
     Nevada  received one (1) share of the Company's common stock for every four
     (4)  shares  of  FoneFriend  Nevada  common  stock  held  by  him  or  her.
5.   Immediately  subsequent to the merger, the Company authorized and issued 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 those FoneFriend
     Nevada shareholders who held shares of preferred stock prior to the merger.
6.   The  Company  then  issued  additional  shares  of  common stock to various
     personnel  in  management  and consultant positions in order to hire and/or
     retain  their  services.
7.   Following  the merger transaction on November 21, 2002, and pursuant to the
     Plan  of  Merger,  the  Company  had  7,646,000  shares of common stock and
     820,361  shares  of Series A preferred stock (convertible into common stock
     on  a  one  for  one  basis)  issued  and  outstanding.
8.   As  of February 12, 2004, the Company has 19,184,444 shares of common stock
     outstanding  and  no shares of preferred stock outstanding. On November 22,
     2003,  the  820,361  shares of Series A preferred stock were converted into
     shares  of  common  stock  pursuant  to  the  provisions  thereof.

PURPOSE AND GOAL

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

The  management  believes it has the vision, insight, and expertise to develop a
unique,  highly  profitable  venture  in the Internet telephony marketplace. The
Company seeks to raise additional capital, using this Registration Statement for
funding  its  continued  operation,  as  well  as  its  growth/capital  needs.
Subsequent  to  this  Offering, the Company may raise additional funding through
succeeding  public  offerings  of  its  securities,  or other sources of private
capital  and/or  debt  financing,  in  the  event  a  further need is discerned.

BUSINESS OF THE COMPANY

OVERVIEW

The  primary  business  of the Company is to market an Internet telephony device
and  related  services  to  consumers  and  businesses  worldwide,  called  the
"FoneFriend."  The  underlying  technology  of  the  FoneFriend  device 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  by  using  their  standard residential telephone set
(without  the  need  for  a  computer or any software), for a low monthly fee of
$9.95.  Due to the low cost of transmitting calls over the Internet, the Company
anticipates  that  it will realize significant profit margins in excess of those
in  the  traditional  telecommunications  industry.

Once  funding  is  obtained,  the  Company  will  focus  its  efforts  towards
establishing contractual relationships with third party suppliers to provide the
infrastructure  necessary  to  support  operations  of  the  FoneFriend product,
suppliers  to  handle  customer relationship management and product fulfillment,
and  the  development and implementation of a high profile marketing campaign to
advertise  the  FoneFriend  product through direct response television marketing
and  coordinated  radio  and  print  advertising,  to quickly penetrate targeted
markets  and  create  substantial consumer awareness, stimulating demand for the
FoneFriend.  Accordingly, the Company intends to allocate a large portion of the
proceeds from the sale of its its common stock  to fund marketing activities, to
purchase  infrastructure  required  to  support  the  FoneFriend  product,  and
corporate  overhead.

In  addition,  information regarding the FoneFriend product can be viewed on the
Internet  at:  "www.fonefriend.com", a web site that is currently maintained and
operated  by  FoneFriend  Systems, Inc.  The Company has a conditional option to
acquire  all rights to this web site.  No information contained on such web site
shall  constitute  a  part  of  this  Registration  filing.

TECHNOLOGY  LICENSE  AGREEMENT

Shortly  after formation of FoneFriend Nevada in 2001, that company entered into
a  certain "Technology License Agreement", dated April 30, 2001, with FoneFriend
Systems, Inc., a District of Columbia corporation ("FSI"), wherein it acquired a
license  to  manufacture, market, sell and utilize in any manner, a proprietary,
patented  technology which is commonly referred as the "FoneFriend." Pursuant to
said  agreement, FSI agreed to provide selected support services, related to the
operation  of  the  FoneFriend  product, as well as assist the Nevada company in
arranging  third  party  suppliers  to  provide  infrastructure services for the
FoneFriend product, such as internet service providers (ISP) and connectivity to
long  distance carriers to enable the FoneFriend product to place "gateway" type
calls.  Additionally,  FSI  agreed  to  provide  access  to  its  global network
servers,  which  connect  FoneFriend-to-FoneFriend  calls over the Internet, and
coordinate  the  manufacturing,  procurement  and  quality  assurance  of  the
FoneFriend  Internet  telephone  devices.  This Technology License Agreement was
among  the  assets  of  FoneFriend Nevada which were acquired by the Company for
stock  in  a  merger  completed  on November 21, 2002.  The Company also has the
right  to  develop  its  own  brand  of  Internet  telephony appliance using the
licensed  technology.

AGREEMENT WITH DR. VAZIRI.

The Company has recently entered into a six-month consulting services agreement,
commencing  January  30, 2004, with Dr. Faramarz Vaziri to assist FoneFriend in:
(i)  deploying  its  technology  infrastructure,  (ii)  making  strategic design
modifications  to the FoneFriend product, and (iii) implementing improvements to
the  FoneFriend  technology and ongoing developments. Dr. Vaziri is the inventor
of the "FoneFriend" and co-patent holder of the technology.  Dr. Vaziri will, in
turn,  contract  with a team of three additional professional engineers who were
instrumental  in  creating  the FoneFriend technology while employed at FSI, the
licensor  of  the  technology.

Pursuant  to  this agreement, the Company is obligated to pay Dr. Vaziri $15,000
per  month,  for the term of the agreement.  In addition, the Company issued Dr.
Vaziri  50,000  shares  of  registered  common stock under the terms of its 2002
Stock  Plan.  The Company has not made any cash payments due and owing under the
agreement due to financial constraints. However, the agreement provides that the
stock  compensation  will  be  given in consideration of late payments until the
Company  obtains  sufficient  financing  to  make  these  payments.

Dr.  Faramarz  Vaziri  is  a veteran architect and designer of telecommunication
systems.  He  holds a Ph.D. in Electrical Engineering and is a tenured professor
at  the  State  University  of New York, teaching Telecommunications and Digital
Signal  Processing.  He  is  the  co-founder  of  FSI  and  holds  two  U.S. and
international  patents  in  telephone  switching  and  VOIP.

Other  members  of  the  team  assembled by Dr. Vaziri pursuant to the agreement
include  Jeffrey Paige, B.S. in Electrical Engineering from the State University
of  New  York,  Kevin  Zheng,  M.S.  in  Electrical  Engineering  from the State
University of New York, and Herb Graefe, B.S. in Electrical Engineering from the
State  University  of New York, New Paltz. However, the Company is not obligated
to  these  other  team  members  for  compensation,  as their services are under
contract  to  Dr.  Vaziri.

Jeff Paige is the Senior Hardware Design Engineer and FoneFriend project manager
handling  design  and  development  of  the  FoneFriend  hardware,  as  well  as
development  and management of the FoneFriend firmware.  Kevin Zheng is a Senior
Software  Design  Engineer  handling  design  and  development of the FoneFriend
Servers  including  the Gateway Server, Upgrade Server, and Connections Servers,
as  well  as  gateway and billing integration.  Herb Graefe is a Senior Software
Design  Engineer  handling the design and development of the FoneFriend firmware
and  TCP/PPP  stack as well as management of the FoneFriend Firmware. Management
will  use  the  expertise  of  this  team  to develop its own infrastructure and
technology  base  over  time,  with the intention of ultimately bringing much of
this  activity  in  house.

INTEREST  IN  FSI'S  LICENSEES  AND  DISTRIBUTORS

In  addition,  predicated on the receipt of financing in the aggregate amount of
$5  Million, the Company will have an irrevocable option to acquire FSI's right,
title  and  interest  in all other agreements (if any) that it has in place with
other  distributors  and  licensees  for  a  one-time  payment of $250,000.  The
Company believes this provision could provide a strategic marketing advantage in
that  it  will  allow  the Company to coordinate all marketing activities of the
FoneFriend,  worldwide,  and  generate revenues from all other such distributors
and  licensees.  Additionally,  said  option entitles the Company to acquire all
rights  to FSI's web site on the Internet, located at: www.fonefriend.com, for a
                                                       ------------------
one-time  payment  of  $250,000.

The  "FoneFriend"  product  is  an  Internet  "appliance" that will deliver high
quality,  low  cost,  voice  communications  services,  including  worldwide
long-distance  calling,  conferencing,  voice  encryption,  messaging,  Internet
faxing  and  various  other  value-added "e-commerce" services such as access to
voice  enabled  web  sites,  etc.

PLEDGE OF FONEFRIEND SYSTEMS STOCK FOR BENEFIT OF INVESTORS

As  part  of  its  "Technology  License Agreement" with FoneFriend Systems, Inc.
("FSI"),  the Company acquired two hundred twenty five thousand (225,000) shares
of  common  stock of FSI, which said agreement represents was approximately four
and  one-half  percent  (4.5%)  of FSI's total authorized and outstanding common
stock.  This  percentage  has  been  diluted  by  FSI  through  the  issuance of
additional  securities in an amount unknown to the Company.  The Company's Board
of  Directors  has  previously  agreed to honor a pledge of these shares of FSI,
which  was  made by the Board of Directors of FoneFriend Nevada, for the benefit
and  protection  of investors who purchased shares of FoneFriend Nevada's common
stock  under  its  previous private offering, in the event of liquidation.  This
pledge  will  terminate at such time as the Company has attained a positive cash
flow  for  two  consecutive  calendar  quarters.

PENDING  STRATEGIC  AGREEMENTS

The  Company  is  in  negotiations  with  several  knowledge-based,  customer
relationship  management  firms  that can fulfill the Company's requirements for
customer  service, product fulfillment, and telemarketing support. Additionally,
the  Company  is  negotiating  with several direct response advertising agencies
that  are  considered  the  best  and  that  offer  full service direct response
television  advertising.  We  also  are  looking  at agencies that specialize in
creative  production,  media  and integrated marketing.  The Company's potential
arrangement  with  these  companies will include the production and marketing of
its television commercials for the "FoneFriend" product and services, as well as
the  coordination,  purchase  and  selection  of media airtime for the Company's
direct response, television marketing campaign. As these agreements are pending,
however,  there  can  be  no  assurance  that  they  will  ever  materialize.

In  connection  with  the  Merger  with FoneFriend Nevada, the Company assumed a
letter of intent to form a joint venture with Credit Phone International, S.r.i,
to  provide both marketing and customer support services to FoneFriend customers
in  Europe, including the billing of the minutes and customer service. Also, the
Company  assumed  an agreement with former NBA champion basketball star and Gold
Medal  recipient,  Spencer Haywood, to help market and promote visibility of the
FoneFriend  product  through  its  corporate  video  and  planned  television
commercials.  Management  plans to reevaluate the merits of these agreements and
renegotiate  the  terms  to  fit  current  circumstances.

INTERNET  TELEPHONY  INDUSTRY  BACKGROUND

In  the  past  few years, the development of the Internet and the World-Wide Web
has  been one of the most dynamic, and exciting areas of business and technology
development  in  the  history  of  mankind.  The  opportunities for business and
technology  creators  are  vast.

The  VoIP  industry  has  grown  dramatically  from the early days of calls made
through personal computers. According to a research study from Insight Research,
VoIP-based  services  will  grow  from  $13.0  billion  in 2002 to nearly $197.0
billion  in  2007,  representing  a  significant opportunity for VoIP providers.

Internet  telephony  ("IT") has emerged as a low cost alternative to traditional
long  distance  telephone  services and is rapidly catching the attention of the
general  public  as  well  as  corporate users.  As quality of service improves,
technology  matures,  e-commerce  develops  and  the  cost  (savings)  become
compelling,  people worldwide will begin to use the Internet as a primary source
for  telephony applications.  Replacing traditional long distance telephony with
Internet  telephony  will yield significant cost savings to users worldwide.  In
fact, these costs have been dropping over time, falling from approximately $0.30
per  minute  in  1988  to  approximately  $0.15  per  minute  in 1998, and it is
estimated  that  these  costs  will  continue to drop as IT technology advances.
Whereas  the  IT  market  was less than 1% in 1997, analysts have predicted that
Internet  telephony could account for more than 25% by 2005.  International Data
Corporation  projects  that the Internet telephony market will grow rapidly with
call  minutes  from  businesses  reaching nearly 230 billion minutes in 2005, up
from only 328 million minutes in 2000.  According to industry research conducted
by  several  marketing  research  firms, such as Frost & Sullivan, International
Data  Corporation  and  Probe Research, significant growth is forecasted for the
Internet telephony industry.  Highlights of recent reports include the following
predictions:

-    An  estimated  Sixty  million personal computer (PC) users made one or more
     calls  over  the  Internet  in  2002.
-    International  telephone  long-distance revenues were estimated at over $80
     Billion  worldwide  in  2002.
-    Twenty-five  percent  of  the  world's  phone calls will likely be over the
     Internet  networks  by  2005.
-    Internet  telephony  sales are forecast to explode to $349 billion in 2006,
     as  quality  and  services  improve.

Internet telephony has the potential to enable companies to substantially reduce
their telecommunications costs. Internet telephone calls are less expensive than
traditional  international long distance calls primarily because they are routed
over  the  Internet,  bypassing  a  significant  portion  of  international long
distance  tariffs.  Packet-based networks, unlike circuit-based networks, do not
require that a fixed amount of bandwidth be reserved for each call.  That allows
voice  and  data  calls to be pooled, which means that packet networks can carry
more  calls  with the same amount of bandwidth.  This greater efficiency creates
network  cost  savings that can be passed onto the consumer in the form of lower
long  distance  rates.

COMPETITION

THE INTERNET TELEPHONY MARKET IS HIGHLY COMPETITIVE.

Many  other  companies  offer  products  and  services  similar to the Company's
product,  and  many  of  those  companies have already established a substantial
presence  in  the  IP  telephony  market.  Competitor  companies  currently have
substantially  greater  financial, distribution and marketing resources than the
Company. As a result, we may not be able to compete successfully in the Internet
Telephony market. There is a risk that new product introductions or enhancements
by  competitors  could  reduce the sales or market acceptance of our product and
services,  increase price competition or render the Company's FoneFriend product
obsolete.  To  become  and  remain  competitive,  we  plan to continue to invest
significant  resources  in  research  and  development,  sales and marketing and
customer  support.  However,  given  the  formidable  competition,  the  Company
continues  to  run  the  risk  that  it  will  not  have sufficient resources to
withstand these market forces and may seek a consolidation or strategic alliance
with  one  or  more  of  its  competitors.

INTERNATIONAL COMMUNICATIONS SERVICES

Internationally,  the  competitive  marketplace varies from region to region. In
markets where the telecommunications marketplace has been fully deregulated, the
competition  continues  to  increase.  Even  a newly deregulated market, such as
India,  allows  for  new  entrants to establish a foothold and offer competitive
services more easily. Competitors include both government- owned phone companies
as  well  as  emerging competitive carriers. As consumers and telecommunications
providers  have  come  to  understand  the  benefits  that  may be realized from
transmitting  voice  over  the  Internet, a substantial number of companies have
emerged  to  provide  VoIP  services.  The  principal competitive factors in the
market  include:  price,  quality  of  service,  breadth of geographic presence,
customer  service,  reliability,  network capacity, the availability of enhanced
communications  services  and  brand  recognition.

COMPETITORS

Domestic state-to-state rates for typical VoIP competitors such as DeltaThree is
1.1  cents  per  minute,  and Net2Phone is 2.0 cents per minute and have dropped
considerably  since  2002.  These  rates  are  for  calls made from a customer's
computer  to  a  telephone  within  the continental U.S.  Calls made with a VoIP
device  (such  as  the  FoneFriend product) are more expensive; ranging from 2.9
cents  for  DeltaThree  to 3.9 cents for Net2Phone. Although  these rates do not
include any access charges or monthly service fees (if any), and the customer is
required  to  purchase  a  VoIP  device  (and  other  equipment  for  broadband
connections),  both  Net2Phone and DeltaThree are public companies and have lost
money  in  their  last  quarter  filings  with  their share prices falling below
12-month  highs.  Both companies are branching out in the software sector, which
enables  the  customer to either place calls through a computer or use a virtual
calling  card  from  any  telephone.

Dialpad  Inc.,  a  startup  Internet telephony company with more than 11 million
registered  users,  carries online advertising to offset its 0-a-minute rate for
basic  domestic  long-distance  service.  This  company  offers software that is
downloaded  to  a users computer and telephone calls are then placed through the
computer  while  the  user  is  online.

BestIP  offers  its  BestIP  1000+  call  box  router  priced  at  $195.00  with
full-duplex  service and per-minute calling plans for international and domestic
calls  ranging  from  $.04/minute  to UK, to $.15/minute to Iran, $.25/minute to
Saudi  Arabia,  $.30/minute  to  Egypt  and  $.04/minute  within  the  US.

The  Company  anticipates  that  it  will  offer  the FoneFriend product free to
consumers  who  sign  a  12-month  contract  for services.  The Company plans to
chares  a  one-time  account set-up fee (to help offset the cost of the product)
and  a  nominal  monthly  subscriber fee of $9.95. This monthly fee will include
unlimited,  worldwide  calling  when  both parties have a FoneFriend. FoneFriend
subscribers  placing  calls  to  any  standard  telephone will be charged a "per
minute"  rate  at  substantial  savings over traditional long-distance networks.

Overall,  the  Company's  competition  is  from:

(1)  incumbent  wired  PSTN  network  Providers  and  resellers.
(2)  new  entrant  Internet  gateway  service  providers,
(3)  Internet  telephony  software  providers,  and
(4)  Internet  telephony  appliances  similar  to  FoneFriend.

With  respect  to the bulk of all calls made via PSTN (the "telephone company"),
in 1997, the average domestic toll call cost 17 cents per minute and the average
international  call  cost  74  cents  per minute. Current pricing schemes by the
largest  providers-AT&T,  MCI  and  Sprint-as  well  as  competition  from newer
entrants  such  as  Qwest and IXC continue to push pricing downward for domestic
calls, but not dramatically for international calls, which FoneFriend intends to
do  internationally  and  domestically.  Regarding  Internet  telephony  gateway
providers,  numerous  companies  have entered the Internet telephony marketplace
recently, and are focusing on corporate users to whom the cost savings resulting
from  infrastructure gateway switches are sold, as opposed to the residential or
small  home office user.  These companies, such as IDT/Net2Phone, AT&T Jens, USA
GlobalLink,  and  next generation telecommunications companies like Delta Three,
Global  Net and DotCom, provide a quality of service which is comparable to that
of the Company, however, at a substantially higher cost to the heavy toll caller
or  international  caller.  Internet  telephony  software  companies,  of  which
Net2Phone  is  the leading provider, target the technical PC user.  Cost savings
are  the major benefit to the user who already has incurred the cost of a PC and
only  needs  to  add  telephony  software  and  the  cost of an Internet service
provider  (ISP)  account.

The  Company's  direct  competition  primarily  comes  from  companies  with  a
stand-alone  VoIP  product  like  Aplio,  Inc., a California based company, with
offices  in  Paris,  France (which was acquired by Net2Phone), Deltathree, a New
York  based  company  with  offices in Israel, InnoMedia, a San Jose, California
company,  with  offices in Singapore and Taiwan, Net2Phone and Vonage, both U.S.
companies  based  in  New Jersey.  Aplio uses a "meeting" process, whereby users
can  transfer calls through the Internet by pushing a button. Deltathree has its
own proprietary network and broadband VoIP product. InnoMedia's InfoTalk employs
two  different  technologies  relating  to  packet  compression  and recovery to
achieve  improved  voice  quality  as  Internet traffic conditions and bandwidth
constraints  change.  Net2Phone  uses its own proprietary network infrastructure
and  Vonage  is  limited  to  customers who elect to purchase broadband internet
service such as DSL or high-speed internet cable service. For the most part, the
Company's  competitors  currently  utilize  similar technologies.  However, they
generally  have a higher product cost, are higher priced in the consumer market,
require  programming  and/or  some  computer  knowledge  and  typically market a
broadband  VoIP  product.

The  primary  advantage  that  the  FoneFriend  product  has  over  these direct
competitors  is price, both in terms of initial cost of the product and in terms
of  long-distance  charges.  In  addition,  the  FoneFriend  device  utilizes  a
"proprietary"  design  in  software  and  is  protected,  worldwide, by patented
technology  licensed  by developer FSI. The Company believes its FoneFriend VoIP
device  has  the  potential to deliver the lowest retail pricing by offering its
product  and  telephone  calling  rates  lower  than  competition,  especially
International  calling  rates  from  foreign  countries  to  the  U.S.

An example of an internationally based service that is becoming more competitive
is:  PeopleCall  by PeopleTel, S.A., a Spanish based Internet telephony company,
but it is not offering the same value package as FoneFriend to its international
callers.  Also,  it  too  requires  a DSL or cable-modem connection, whereas the
FoneFriend  product  does  not.  An  introductory  offer  for  Internet  voice
communications  services  (1/10/04 web-advertisement) by PeopleCall, using their
ADSL  or  cable-modem-connected,  call-box  router, is priced at 159 Euros, with
1,000  free  minutes per month, and with regular per minute charges ranging from
..02  Euros  to  .90  Euros, for calls within the EU, Spain, and  worldwide, plus
set-up  fee  minutes  from  .02  to  .06  Euros  per  minute.

During  the  past  several  years,  a  number of other companies have introduced
services  that  make  Internet  telephony  services  available to businesses and
consumers.  For example, Net2Phone, Microsoft, Deltathree, DialPad, AT&T Jens (a
Japanese  affiliate of AT&T), ICG Communications, IPVoice.com, ITXC, OzEmail and
VIP  Calling  provide  a  range  of  voice-over-the-Internet  services.  These
companies  offer  PC-to-phone or phone-to-phone services that are similar to the
services  the  Company  offers. Some, such as AT&T Jens and OzEmail, offer these
services  within  limited  geographic areas. Additionally, a number of companies
have  recently  introduced Web-based voice-mail services and voice-chat services
to Internet users.  Other companies focus on software that may be installed on a
user's computer to permit voice communications over the Internet. Representative
companies  include  VocalTec  and  Netspeak.  While  Net2Phone  and VocalTec are
leading  providers  of  IP  telephony  software,  their  products  are primarily
targeted  at  the  technical  PC  user.  Also,  Netspeak  focuses  on delivering
solutions  targeted  at  traditional  call  centers  that  require  significant
customization.

In  addition,  PSTN  network  companies,  including, AT&T, Deutsche Telekom, and
Qwest,  currently  maintain,  or  plan  to maintain, packet-switched networks to
route  the  voice traffic of other telecommunications companies. These companies
are  large  entities with substantial resources, and large budgets available for
research  and  development  which may eventually further enhance the quality and
acceptance  of  voice  transmission  over  the  Internet. However, many of these
companies  are  new  to  the  Internet telephony market, and may not build brand
recognition  among  consumers  for  these services. These companies also may not
provide  the  range of products and services that are necessary to independently
provide  a  broad  set  of  voice-enabled  web  services. AT&T, for example, has
attempted to enter the market but has focused its effort on the cable market and
it  is  unclear if it will continue to pursue voice over the Internet. Qwest has
taken  steps  to  enter  the  market  by building a high capacity network in the
United  States.  In addition, Qwest has also entered into a three-year strategic
alliance with Netscape to provide one-stop access to Internet services including
long distance calling, e-mail, voice mail, faxes, Internet access and conference
calls.

Several  of the world's major providers of telecommunications equipment, such as
Alcatel,  Cisco, Lucent, Northern Telecom and Dialogic have developed or plan to
develop  network  equipment  that may be used in connection with providing voice
over  the  Web  services,  including  routers,  servers and related hardware and
software.  These  manufacturers  may  exert  substantial  influence  over  the
technology that is used with transmission of voice over the Web, and may develop
products  that  facilitate  the  quality  and  timely rollout of these networks.
However,  these  companies  are  dependent  both  upon the operators of Internet
telephony  networks  to purchase and install their equipment into their networks
and, upon hardware and software developers to market their systems to end-users.
Cisco  Systems  currently  manufactures  Internet telephony equipment for low to
medium  scale  networking,  but does not manufacture high-end Internet telephony
equipment  for  large  networks.  However, Cisco recently acquired two companies
that  produce  devices  to help Internet service providers' transition voice and
data  traffic  to  packet networks while maintaining traditional phone usage and
network  equipment.  Lucent  has  co-developed  with  VocalTec a set of industry
standards that have been adopted by major competitors and is currently marketing
Internet  telephony  hardware,  including servers that allow the transmission of
calls  and faxes over the Internet. Lucent also offers related support products,
such  as  billing  centers  and  ''Internet call centers,'' which allow Internet
access  and  conversation  with  a  customer  support  agent  on  a single line.

FONEFRIEND'S  INTERNET  TELEPHONY  SOLUTION

The  Company's Internet telephony product is based on the FoneFriend technology.
The  product  consists  of  a single circuit board, mounted inside a low-profile
modem-like  enclosure,  that contains microprocessors, digital signal processors
and  associated  circuitry  to  connect  to,  by  dial-up  via a standard analog
telephone  line,  an  Internet service providers network and to the Internet and
then authenticates and authorizes the user with the Company's accounting system.
The firmware of the unit then queries the user for various functions that it can
perform. For a telephone call, it will query for a telephone number to call, and
place  the  call  via  the Internet, the Company's information system, and other
components.  The  destination  party  can  receive  the call with either another
FoneFriend  unit,  or  with only a standard phone.  In the former case, the call
transverses  the  Internet directly from FoneFriend to FoneFriend. In the latter
case  the  call  is completed via the receiver's local public switched telephone
network  (PSTN)  through an Internet-to-PSTN gateway provider, for which a small
charge is applied to the originating users account.  Phone calls from FoneFriend
to  FoneFriend, however, are completely covered by the monthly subscription fee.

The  Company  anticipates  it will attract a large number of subscribers for its
Internet  telephony  services  (i.e.,  the  "FoneFriend"  product  and  related
services)  through direct response television, radio and print media advertising
within  three  years  after  commencement of its marketing activities. Also, the
Company  intends  to  partner  with  foreign  based  ISP  networks  to offer the
FoneFriend service to a broader base of local populations with a more affordable
price  basis.

The following is a brief summary of FoneFriend's "Phone-to-Phone" Internet phone
system:

o    Users  do  not  need  a  computer  or  software, or any computer knowledge.
o    Low  monthly  flat  rate  for  worldwide  long-distance  calls.
o    The  FoneFriend  will  work  internationally  in  most  countries.
o    Simple  to  install,  and  pre-programmed. Ready to use out of the package.
o    The  FoneFriend  unit  does  not interfere with the existing phone service.
o    Full-duplex  communications  with  minimum  latency.
o    Good  quality  communications  because  of "dual packetization" technology.
o    The  service  provider  can  remotely  program  the  FoneFriend  unit.
o    Automatic  upgrades  can  be  implemented  remotely  from the Company's web
     server.
o    The  FoneFriend  unit  has  built-in  message  software  for  voice-mail.
o    There  is  encryption  for  complete  privacy.
o    Broadcast  services  are  available.
o    Internet  faxing will be available soon, by simply connecting a fax machine
     to  the  unit.
o    Advertising  can  be  sold  in  place  when  initiating  a  call.
o    The  FoneFriend  is  small,  lightweight  and  portable  for  traveling.

FONEFRIEND  PRODUCT  AND  SERVERS

     As  currently  featured  on www.fonefriend.com (owned and operated by FSI),
                                 --------------
the  FoneFriend  product  holds  FCC  Registration  Certificate  No.  B11
USA-25483-MD-E.  A  first  patent  application  for the FoneFriend appliance was
filed  on  February  25,  1997,  and  on  February  25,  1998,  an  improved
continuation-in-part  application,  based thereon, was filed as an International
Application  under  the  Patent Cooperation Treaty (PCT), providing the right to
file  applications  in  the  United  States and Europe. The U.S. application was
filed  on  March  9,  1998,  and  FoneFriend  Systems,  Inc., filed its European
application on September 22, 1999. Finally, a trademark application for the name
"FoneFriend"  was filed on March 28, 1998, in the U.S. Patent & Trademark Office
("PTO")  for  telecommunications  devices  for long-distance Internet telephony.
This  application  was  cleared  by the PTO for publication in the fall of 1998.

On  October  1,  2001,  FoneFriend  Systems,  Inc.  ("FSI")  received  notice of
allowance  from  the  U.S.  Patent Office covering all aspects of the FoneFriend
system, 47 claims in all.  U.S. Patent No. 6377570 was issued on April 23, 2002.
A Patent Application covering 11 additional claims (No. 10/003,047) was filed by
FSI  on  November  30,  2001 and approved on June 30, 2003. A Patent Application
covering 32 additional claims (No. 10/621,383) was filed by FSI on July 18, 2003
and  is  pending.

Included  in the Company's license agreement with FSI is the use of its computer
server network comprised of Sun Microsystems servers that is easily scaleable to
accommodate  millions  of  users  and  is  currently  deployed in two secure and
separate  locations  to  provide  true  network  redundancy.

Management  believes  a strategic competitive advantage of the FoneFriend devise
is  the  method by which the system measures the bandwidth of the call from both
ends  throughout  the  call.  When  packet loss occurs, instead of buffering the
packets  like  many  other systems, the FoneFriend technology dynamically double
packetizes  the  voice.  This  means  that  users do not detect latency in voice
transfer.  Along  with making Internet calls, FoneFriend system enables users to
send  and  receive Internet voice mails using the users' e-mail address, as well
as  to  listen  to  radio  stations  that  broadcast  over the Internet.  In the
planning  stages  at  FoneFriend  Systems  is  also  the ability of the computer
network  to communicate over larger bandwidth (such as ISDN, cable, and DSL), as
well  as  to  send  and  receive  Internet  faxes.

FONEFRIEND  SYSTEMS  PROPRIETARY  TECHNOLOGY

FoneFriend  uses  innovations,  including  its  Double-Packetization technology,
which  was developed by FoneFriend Systems, Inc.  The Company perceives a strong
competitive  advantage in the marketplace as a result of the superior clarity of
communications  using  this  technology  and  the  Company's marketing strategy.

HOW  THE  FONEFRIEND  SYSTEM  WORKS

The  Company's  system  measures  the  bandwidth  of  the  call  from  both ends
throughout  the  duration  of  the call.  When high packet loss occurs (possible
with Internet connections during peak network utilization), instead of buffering
the packets like most inferior systems do, the FoneFriend technology dynamically
double-packetizes  the  voice  and  assembles the needed data from either of the
packets  at  the  other  end,  thus  ensuring  the  integrity  of  the  voice
communication.  FoneFriend,  is a stand-alone device for Internet phone calling.
Unlike  other  external  products,  the FoneFriend System uses the Company's web
server  to  establish  and  coordinate all connection services (charging a flat,
monthly  rate)  with  each piece of hardware in use.  This is done to avoid PSTN
charges  when  initially  connecting  a call. The FoneFriend device communicates
directly  with  the  Company's  web  server  so the call runs over the Internet.

This technology provides the foremost and finest phone-to-phone voice reception,
via  the  Internet  (with  no  computer  needed), available within the telephony
industry.  This  new  and  innovative  system  provides the consumer with a flat
monthly  fee as an alternative to the typical "minute-to-minute" fees charged by
present  long-distance services (e.g., MCI, Sprint, etc.), with a low cost entry
cost  for the FoneFriend device, as opposed to more costly hardware requirements
and higher monthly service fees that competitors are now offering.  The consumer
simply  attaches  the FoneFriend unit to their existing personal telephone; they
follow some simple instructions and, within about 8-minutes, the FoneFriend unit
is  ready  to  begin  making  calls  to  anyone  with  similar  service.

                                    MARKETING

CUSTOMER  VALUE  PROPOSITION

The  Company's  value proposition to its primary targeted customers is that both
domestic  and  foreign  based  international  callers  can  make FoneFriend long
distance  and  international  calls through the Company's  network of  partnered
systems  world-wide,  as  if  the  calls originated in the United States at much
reduced costs over traditional circuit based telephone systems. By routing calls
through  the  Company's Internet web server the caller will avoid the usual very
costly domestic and international phone systems' long distance toll charges, and
incur the lower Internet telephony gateway charges instead.  So, no matter where
you  are  calling from, in the World, FoneFriend will enable the customer to pay
U.S.  long  distance  rates.

The  ideal  FoneFriend  customer  is  anyone  who  spends over $100 per month on
domestic  long distance or international calls and wants to make easy, unlimited
long-distance  calls  for  a  flat  monthly  fee.  The  FoneFriend  device  is a
stand-alone  device  that  turns  any  standard  phone into an "Internet phone,"
capable  of  calling any phone in the world.  It is lightweight and portable for
traveling,  and  easy  to  use.  The  customer  will subscribe to the FoneFriend
service  for  $9.95 per month, which will allow the subscriber to make unlimited
worldwide  calls  to  another  FoneFriend  device  without  incurring per-minute
charges.  FoneFriend  customers can also call any standard telephone anywhere in
the world (without the other party having a FoneFriend device) for competitively
low,  per-minute  rates  at substantial discounts over traditional long distance
providers  such  as AT&T, Sprint, etc.  The FoneFriend unit is simple to install
and  operate.  The  Company  will  promote the fact that the service can pay for
itself  within  a  few  months.

FOREIGN  MARKETS  VALUE  STRATEGY

The  distinctive  advantages of FoneFriend's value solution to its main targeted
markets  of  both  foreign-born  US  based  and  foreign  based  callers  are:

-    Introducing  a  much broader base of customers (lower socio-economic users)
     to  low  cost  Internet  Telephony  in  many third-world countries at a low
     monthly flat-fee which is more affordable and has better voice quality than
     existing  broadband  wireless  services.
-    Partnering  with  foreign-  based  local  ISP  networks  which  provide
     customer-billing and customer management capabilities locally to FoneFriend
     subscribers  on  a  more  cost-effective  and  expedient  basis.
-    Utilizing  the  phone  hardware  available  in  foreign countries to make a
     reliable  international  voice  connection  through  the  FoneFriend  unit
     directly to an Internet service provider at a lower cost, with better sound
     quality  than either local wireless broadband or existing telephone systems
     (PSTN's),  that  are operated as large, monopolistic state-owned companies,
     with  much  higher  "per-minute"  calling  charges.
-    Providing  US  callers  and  their  foreign  counterparts'  virtually  free
     calling,  with  no  per  minute  charges,  worldwide  by  using  a
     FoneFriend-to-FoneFriend  unit  connection.
-    No  costly  PC hardware or software is needed to make an Internet Telephony
     connection,  which  dramatically  increases  FoneFriend's  foreign  market
     penetration  to  areas  that  can  not  afford personal computers, wireless
     broadband  service,  or  traditional  long  distance  calling.

MARKETING STRATEGY

The  Company's  market  strategy  will  be  developed  in  several  phases.

First,  will  be establishing a strong domestic base, by selling monthly fees to
the  vast  foreign-born, U.S. resident, who makes frequent monthly international
calls  to  friends,  family,  and  businesses,  by  enrolling  them  as
"FoneFriend-to-Phone"  subscribers. This will provide the Company with immediate
revenues  from  the  domestic  callers,  and also expand the marketing base into
their counterpart overseas callers, for companion FoneFriend to FoneFriend units
and  service.

Secondly, a campaign, will be initiated, and directed toward converting existing
FoneFriend-to-Phone subscribers to FoneFriend-to-FoneFriend subscribers, who can
make  calls internationally , with no per-minute charges for only $9.95 monthly,
by  signing  up  additional  FoneFriend  clients/unit(s)  for  their  overseas
counterparts.  New  entrants  can be brought in by offering introductory special
pricing  programs  to purchase two units for the price of one, should the client
wish  to  purchase  their  box  as  a  "gift"  for  a  loved  one.

A  third  phase  will be to market directly to the overseas subscribers, through
possible  joint  campaigns  with local market foreign ISP's for expansion of the
FoneFriend base to their friends, relatives, business associates, etc. living in
other countries . As more FoneFriend units are put into service internationally,
the  opportunities  for  new  subscribers  will  continue  to  grow.

The  Company's  primary  media  strategy  is a highly visible marketing campaign
utilizing "Direct Response Television", (DRTV) advertising (e.g., 30, 60 and 120
second  spots,  infomercials,  shopping  channels, etc.). This will be supported
with  traditional  radio and print media advertising designed to capture a large
audience within mainstream America, primarily the 'heavy' long distance user, as
well  as  target  the  "foreign-born"  U.S.  resident  who  frequently  makes
international  calls.  The  DRTV  campaign  will support the Company's secondary
marketing  efforts  for  "e-commerce"  marketing  and  retail  distribution.

In  addition,  the Company is in discussions with several organizations who have
expressed  an  interest  in  establishing  an alliance or joint venture with the
Company  using  our  technology  and  independently  marketing the FoneFriend in
various  parts  of the world.  The Company would receive significant income from
any  such  arrangement,  should  they  be  concluded.

THE  COMPANY  HAS  FIVE  PRIMARY  GOALS  TO  ITS  MARKETING  AND  SALES  PLAN:

-    MAINSTREAM  BRANDING.  We  will  market  to  mainstream  America,  while
     identifying  our  primary  target consumer, the 'heavy' long distance user,
     such  as  the  Foreign  Born  U.S.  resident.
-    REGIONAL  SATURATION.  We  will aggressively penetrate and target our Media
     and  Reseller  Direct  Marketing  Areas  (DMA's) and initiate the Company's
     Ethnic  Regional  Marketing  Program,  then  form  our  Retail  campaign.
-    REFERRALS.  We  will  implement  "tell  a  friend"  incentives for referral
     sourcing.
-    CUSTOMER  SERVICE. We will provide a comprehensive customer service program
     that will focus on technical and general customer issues, through strategic
     alliances  or  partnerships.
-    INTERNATIONAL MARKETS. We will enter each international direct response and
     retail  market  by  partnering  with  distributors  for  each  territory.

MARKET  SEGMENTATION  AND  SIZE  OF  MARKETS:

FoneFriend's  market  is  the  world.  FoneFriend has potential in every country
where  expensive long-distance calls are made. Easy and affordable access to the
Internet  Telephony  of FoneFriend would be well received in Asian, European and
Latin  American  countries  where  millions  of  dollars are spent each month on
international  calls  to  the  U.S.  and  elsewhere.

However,  FoneFriend intends to market to the United States first, and lists the
following  as  its  primary  U.S.  market  segments:

-    Foreign-born  U.S.  Residents;
-    Heavy  interstate  and  intrastate  long-distance  users;
-    U.S.  households  that  have  no  computer  or  Internet  service;
-    Current  Internet  telephony  users;
-    U.S.  Business  travelers;
-    Families  separated  due  to  Military  or  Government  service;  and
-    FoneFriend  user's  friends.

FoneFriend  will  initially  target selected metropolitan areas in the U.S. with
the  largest population of foreign-born residents such as Los Angeles, New York,
Miami,  etc.

Hispanic Americans account for one-tenth of the U.S. total population and nearly
two-thirds  of  all Hispanics in the U.S. are of Mexican origin (65.2%) and will
be  one  of the key focus group of foreign-born residents for FoneFriend. Puerto
Ricans,  Cubans,  and  people  of Central and South American origin will also be
targeted  amongst  the  Hispanic  communities.

The  Asian  and  Pacific  Islander population is growing rapidly as demographics
state  by  2000  the Asian population had grown to over 12 million; representing
about  4%  of  the  total population. The largest proportions of Asian Americans
were Chinese (24%), Filipino (20%), Japanese (12%), Asian Indian (11.8%), Korean
(11.6%),  and  Vietnamese (8.9%). Approximately 75% of Pacific Islanders live in
the  states  of California and Hawaii alone, and will be targeted as subscribers
by  FoneFriend.

FoneFriend-to-FoneFriend  calls  account  for  the  most  savings for FoneFriend
subscribers  and  FoneFriend  plans  to  extend its services and distribution of
FoneFriend  devices  into  those  countries  where  a  majority of the "friends"
reside,  as  well  as  to  the  countries  where the majority of Friend-to-Phone
(gateway)  calls  are  terminated.

REVENUE  SOURCES

Upon  implementation  of its marketing campaign, the Company anticipates that it
will  generate  revenues  from  the  following  sources:

-    MONTHLY  SUBSCRIPTION  FEE:  The  Company  currently  plans  to  offer  its
     customers a flat, monthly rate as low as $9.95 for unlimited, long-distance
     telephone  service  when  calling another FoneFriend subscriber anywhere in
     the  world  via  the  Internet.
-    COMPETITIVE  LONG DISTANCE GATEWAY FEES: Subscribers with a FoneFriend unit
     communicating  to  recipients  without  a FoneFriend unit at the other end,
     still save on call origination; however, they will incur "per minute" usage
     fees on the originating end at competitively low rates compared to what the
     traditional  long-distance carriers such as AT&T, MCI, Sprint, etc., charge
     their  residential  customers.  The  Company  plans to acquire minutes at a
     wholesale rate from major telecommunications carriers, using large volumes,
     creating  certain economies of scale that it will pass on to its customers;
-    PROGRAMMING/SET-UP FEE: The Company plans to charge a one-time, upfront fee
     that  will  help offset the cost of the FoneFriend device. This fee will be
     characterized  as  a "programming" or "setup" fee to cover the initial cost
     of  programming  the  unit with ISP information specific to each subscriber
     and  initiating  the  FoneFriend  service;
-    ADVERTISING  INCOME:  The  Company  can offer businesses the opportunity to
     broadcast  their  advertisements  directly  to  FoneFriend's Internet phone
     users.  This  advertising  message  can be played during the 15- 40 seconds
     that  the  unit  dials  an  Internet  service  provider  and  establishes
     communication  with  the  network.

The  Company  plans to bundle additional services with the "FoneFriend", such as
encryption  (available  now),  fax,  voice-enabled  web  site  access, and 3-way
calling, which services can be implemented remotely, through the web server, and
will  generate  additional  revenue  for  the  Company.

CHANNELS OF DISTRIBUTION

-    Orders  received  through  DRTV-Radio-Print-Web  and  telemarketing  by CRM
     Centers
-    International  Distributors  in  selected  countries
-    Cultural,  Educational,  and  Business  Associations  (International)
-    Corporate  Accounts  (Corporations  who  employ  foreign  workers)
-    Solution  Partners  (vertical  applications)  and  Multi-Level  marketing

BRANDING PLAN

Employing  a unique Foreign Born Regional Marketing Program together with Direct
Response Television (DRTV) marketing program, the Company plans to differentiate
its  services  from  its competition. The Company believes the unique FoneFriend
technology and marketing strategy, advertising approach, and outsourcing mode of
operation will yield short-term profitability and sustained growth. FoneFriend's
Foreign  Born  Regional  Marketing  Program,  which will employ foreign-language
media  (television,  radio,  print  and  Internet),  and foreign-language retail
outlets  and  distributorships,  is flexible, pays its own way and reduces risk.

The  following  are  particular  advantages  of  our  unique marketing strategy:

     FLEXIBILITY:  The  Company's  Foreign  Born Regional Marketing Program will
     initially target the eleven regions in the U.S. with the largest population
     of foreign-born residents. By capturing regional markets one at a time, the
     campaign  can  be  measured  and  fine-tuned  before  it  advances.

     PAYS  ITS  OWN  WAY:  Subscriber  revenue,  from  captured areas, will fund
     subsequent  market  penetrations.

     MINIMUM  RISK  TO  CAPITAL:  Regional  marketing  doesn't commit the entire
     marketing  budget  to a vast, fixed campaign. FoneFriend will employ direct
     response television marketing to create initial demand for FoneFriend. DRTV
     has  several advantages over traditional "image" spot television campaigns;
     among  them are greater efficiency, measurability, and accountability. DRTV
     creates  demand:  Infomercials  often  produce substantial annual revenues.
     DRTV  also  drives  retail  sales;  "as  seen  on  TV"  is  an  effective
     point-of-sale  tool.

     EFFICIENCY:  DRTV  can reach very large numbers of new, potential customers
     and  present  a  complete  product  story  for  a  fraction  of the cost of
     30-second  commercial  spots.  ("The  more  you  tell, the more you sell.")

     MEASURABLE  AND  FLEXIBLE:  DRTV campaigns can accurately report success or
     failures  within  24  hours  of  a media run, and adjust themselves "on the
     fly." Response - measured as a ratio of sales-generated to media-spent - is
     analyzed; script, price, or call center pitch is fine-tuned; media strategy
     adjusted;  and  the  "new"  campaign  re-launched  within  24  hours.

     ACCOUNTABILITY:  Unlike  traditional  image  spot  campaigns,  infomercial
     campaigns have no established media budget; campaigns remain on air only as
     long  as  they continue to produces profits (from several months to several
     years).

SUPPORT SERVICES

FULFILLMENT  &  CUSTOMER  SERVICE

The  Company will outsource major functions (such as R&D, manufacturing, network
infrastructure  and  services,  and  Customer  Relationship  Management (CRM) to
eliminate  the need for initial capital outlay, and minimize the requirement for
in-house  resources, facilities, and competencies. Management has identified the
third  party  resources  for  our back-end infrastructure and Customer Relations
Management.

     CUSTOMER  SERVICE: The Company plans to contract with a proven and reliable
     -----------------
     third  party  supplier to provide fulfillment services such as warehousing,
     shipping  and  customer  follow  up.  To this end, the Company is currently
     negotiating  an  agreement with several premiers, knowledge-based, customer
     relationship  management  firms that can fulfill the Company's requirements
     for  Customer  Service,  product  fulfillment,  and  telemarketing support.

     When  a  caller  orders the unit, the telemarketer could ask for additional
     individuals  that  the caller believes would appreciate and value a similar
     unit, also requesting that the caller, call each such person to inform them
     of  our  call.  The  Customer  service  representative  would then call the
     individuals  on  the  list  and  attempt  to  capture  an order through the
     referral,  by  stating  who made the referral. If an order is not received,
     then a brochure will be mailed that day, to register that person for follow
     up  at  another  time.  This  process results in a "domino effect", as each
     person  who  orders  the  FoneFriend unit will call other persons whom they
     want  to  add  to  their  personal directory and will provide names for our
     telemarketer  to  call.  This  process increases the number of subscribers,
     which  could  occur  on  an  on-going  basis,  thus allowing the Company to
     realize  its  marketing  objectives.  The telemarketer will also remind the
     caller  to  inform others that they regularly call, to order the FoneFriend
     unit,  by  calling  the  toll  free  number  or  by visiting our web sites.

     FULFILLMENT:  Fulfillment  centers  primarily  receive the product from the
     ------------
     manufacturer  and  ship to the consumer. Additionally, these facilities can
     provide  warehousing and customer service. The uniqueness of these customer
     service  representatives is that they have ability to "make the sale". Most
     telemarketing  and fulfillment companies have well trained customer service
     personnel  who  have  the  capability to either initiate follow-up calls or
     call  potential  subscribers.  The  Company  is  in discussions with a full
     service  fulfillment  and  telemarketing facility that is positioned in the
     West  and  East  Coast,  thus  providing  on  time  delivery and shipping &
     handling  cost  savings  to  the  Company.

TECHNOLOGY INFRASTRUCTURE

As  a marketing company providing a service-oriented product, management decided
to  approach  its  technological,  backend  infrastructure  through  third party
relationships, thus assuring that the Company's resources are primarily utilized
for  marketing and acquisition of product inventory. To this extent, the Company
has retained the services of Dr. Vaziri and his team of engineers to oversee the
development  and implementation of the Company's infrastructure.  The technology
infrastructure  for FoneFriend is both unique and cost effective. Its uniqueness
and  value  is  found  in  both  its  patented  technology inside the FoneFriend
product,  and  in  the unique selection and implementation of the infrastructure
network  to  optimize  our quality, while being very cost effective. The Company
plans  to  utilize  state-of-the-art  facilities  and equipment that is in place
through  world-class  telecom  vendors.  This  allows  for rapid development and
aggressive  expansion  of  our  system architecture, while reducing the risk and
cost  of  buying and building a world-class network, or investing and developing
the  Company's  own  software  and  hardware  components.

The  Company  is presently considering several vendors that can provide complete
turnkey  solutions  for the Company's back-end, technology infrastructure.  This
turnkey  solution will provide the Company access to gateways, routers, servers,
etc.,  saving  the Company substantial upfront costs.  The services furnished by
such  turnkey  providers  are  infinitely  scalable,  at  an affordable cost, to
accommodate  the  Company's  anticipated  growth  in  subscribers.

This technology infrastructure will afford the Company an opportunity to quickly
and  economically  gain  access  to  a  global  gateway system, call termination
services  (both  domestically  and  internationally),  Internet  Dial-up service
(ISP),  and  a  complete  customer  billing  solution.

MANUFACTURING

FSI  has  provided  the  Company  detailed design specifications for third party
manufacturing.  The Company intends to employ third-party manufacturing because:
(1) it does not believe that incurring the costs of manufacturing infrastructure
would be cost effective, (2) the quality from a third party manufacturing source
is  consistent  with  the quality of product the Company can manufacture and (3)
using  third  party  manufacturing  provides  the  Company  with  product volume
flexibility.  The  "FoneFriend"  product  is currently manufactured in Malaysia.
Alternative  manufacturing  sources  have also been identified which can provide
comparable  quality, and production volume flexibility. The Company has retained
a  knowledgeable manufacturing consultant who has substantial connections in the
manufacturing  industries  of the Far East to obtain better pricing.  Management
intends  to  source  state-of-the-art  facilities  that  have  the  capacity  to
accommodate  large  volume  orders which the Company anticipates will occur from
its  marketing  campaign.

The  Company,  with  Credit  Phone  International,  received  approximately  200
"FoneFriend"  units  from its Malaysian manufacturer at a cost of $100 per unit.
These  initial  units  were  used  to "beta" test the viability of the Company's
product  and  operating  systems.  A  subsequent order for about 10,000 units is
planned  at a quoted cost of about $60 per unit.  The Company is also discussing
a  possible  relationship  with  another  foreign manufacturer that has quoted a
price  of  just  under  $50  per unit in larger quantities (i.e., 25,000 units).

EMPLOYEES

The  Company currently has three officers and several business, professional and
technical  consultants.  We  believe  our  relationships  with all personnel are
good.  The  Company  plans  to  hire  additional  personnel  at such time as our
business  growth  demands.

                            DESCRIPTION OF PROPERTY

Our  principal  offices  are located at 14545 Friar Street, Suite 103, Van Nuys,
California  91411.  Since  February 1, 2004, we have received free rent while we
negotiate  the  terms of a month to month lease. We presently occupy about 1,000
sq.  ft.,  and  anticipate we will negotiate the lease of about 2,000 sq. ft. by
April  30,  2004, at a monthly rate of approximately $1.25, or more, per sq. ft.
The current facilities are of adequate size to allow us to grow to approximately
five  in-house  people,  after which time we will need to seek larger space. Our
month-to-month  agreement  will allow us flexibility in moving if we employ more
personnel.

Our  previous  office  lease covered facilities located in Carlsbad, California,
and  terminated  on  January 31, 2004. We have now relocated to the Los Angeles,
California  area.  Our  rent expense was $34,947 for the fiscal year ended March
31,  2003,  and  $26,882  for  the  nine  month  period ended December 31, 2003.

The  rent  expense  stated above included an apartment in close proximity to the
Carlsbad  office  that  was leased by the Company for use by contract employees.
The expense for the apartment was $1,000 per month, including all utilities.  We
terminated  this  lease  effective  June  30,  2003.

                                   MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS, CONSULTANTS AND CONTROL PERSONS

Our directors, executive officers, consultants and control persons and their
ages as of the date of this prospectus are as follows:





               NAME                  AGE                     POSITION
     -----------------------         ---     -----------------------------------------
                                       

     Gary  A.  Rasmussen              52     Chairman  and  Senior Business Consultant
     Jackelyn  Giroux                 46     President,  Director
     Edward  N.  Jones                67     Chief  Financial  Officer
     Virginia  Perfili                52     Director
     Dennis  H.  Johnston             50     Secretary,  Director
     Faramarz  Vaziri,  Ph.D          53     Technology  Consultant



     GARY  A.  RASMUSSEN,  is  a founder of the predecessor company (FoneFriend,
Inc.,  a  Nevada  corporation)  and has served as our Senior Business Consultant
since November 2002,  helping to guide the Company through its development stage
and  initial  operations  as  a  publicly  held  company.  He  was appointed our
Chairman  on January 27, 2004 by our Board of Directors.    Mr. Rasmussen has an
extensive  background  spanning  over  25  years  as  an  entrepreneur with vast
experience  in  all phases of business development, having been a founder, chief
executive officer or director of several publicly-held corporations in the areas
of  cable  television, investment banking, mortgage banking and motion pictures.
He  has  extensive experience in raising debt and equity capital for both public
and  private enterprises, implementing short and long term business planning and
strategic  concepts, acquisitions and divestitures, and has played a key role in
spearheading several publicly held corporations from their inception through the
early  capital raising stages.  In August 2001, Mr. Rasmussen was convicted in a
federal  court  for  violation  of  Environmental  Protection Laws regarding the
transportation  of  hazardous waste without a permit, and received a sentence of
ten  months.   The  Board  of  Directors  of  the  Company  believes  that  such
conviction  does  not  adversely  affect  Mr.  Rasmussen's  ability to serve the
company, and, furthermore, Mr. Rasmussen continues to deny the factual basis for
his  conviction.   Mr.  Rasmussen  is a graduate of Western Michigan University.

     JACKELYN  GIROUX,  is a director and serves as the Company's President. Ms.
Giroux  is also the President of Global Universal Limited, a film production and
distribution  company.  Prior  to joining FoneFriend in August, 2001, Ms. Giroux
has  been  a writer, producer and director of feature films since 1985. Jackelyn
Giroux  won a scholarship to the New York American Academy of Dramatic Arts, and
has  appeared  in many off Broadway and Broadway plays.  Her career in films was
launched  with  a  lead  role  in "The Cross and the Switch Blade", starring Pat
Boone  and  Eric Estrada.  She has appeared in fifteen feature films and several
TV  series; her last film as an actress was in "To Live and Die in LA", directed
by Billy Friedkin for MGM in 1985.  Since then, she has written and produced ten
feature films and two "Movies of the Week."  Ms. Giroux has extensive experience
in  structuring  financing and co-production deals, having successfully arranged
for co-productions between Canada, France and Germany, as well as Canada, France
and  Australia.  In 2000, she wrote and directed "Coo Coo Caf ", a satire on the
media  networks,  which prominently features the "FoneFriend" product being used
by  the  main  characters.  The  film "Coo Coo Caf " was exhibited at the Cannes
Film  Festival  in  May  of  2001.

     EDWARD N. JONES serves as the Company's Chief Financial Officer.  Mr. Jones
has  over  thirty-five  years  experience  as  a  practicing  certified  public
accountant,  chief  financial  officer, chief executive officer, corporate board
member  and as a consultant to corporate management and legal counsel. Mr. Jones
began  his  career at KPMG.  He progressed rapidly at KPMG and left to work as a
chief  financial  officer  and chief executive officer at various companies.  In
1986,  he  began  a new phase of his career, consulting for corporate management
and legal counsel on matters involving finance and litigation. His past board of
director affiliations include the following prestigious companies: Founders Life
Insurance  Company,  Presidio  Insurance Company, Massachusetts Life Insurance &
Indemnity  Company,  First  Nevada  Corporation,  Camino Real Savings Bank, Real
Estate  Management Trust, Inc. (REIT), Sherman Oaks Savings Bank, as well as the
Gawzner  Corporation.

In addition to the foregoing, Mr. Jones was responsible for listing the stock of
Nevada  Savings  and Loan Association on the New York Stock Exchange and growing
the  institution from $600 million plus in assets to over $1.1 billion in assets
by  early 1984, all the while maintaining exceptional profitability and superior
asset  quality.  Thereafter,  while  continuing  his  practice  as  a  forensic
accountant  and analyst,  Mr. Jones was retained to act as the accounting expert
for counsel to the State of Rhode Island in the simultaneous, massive failure of
72  credit  unions based in that state.  Mr. Jones is a fully licensed Certified
Public  Accountant  in  the  State  of  California  and  is a member of both the
American Institute of Certified Public Accountants and the California Society of
Certified  Public  Accountants.  Mr.  Jones has a Bachelor of Sciences degree in
business and finance, graduating from California State University, Northridge in
1963.  He was awarded the Wall Street Journal Outstanding Business Student Award
in  1961.

     VIRGINIA  PERFILI,  was  appointed  as  a director of the Company to fill a
vacancy  on the board of directors.  Ms. Perfili is an independent film producer
and  director  and  is  currently the President and founder of EM3, Inc., a film
production  and  entertainment  company  in  Hollywood,  California.  From  1982
through 1997, Ms. Perfili was the President, CEO and a Director of Orphan, Inc.,
a  publicly  held  company engaged in the film production and record industries.
During  her  tenure  with Orphan, Ms. Perfili produced and directed several film
projects  in  addition  to  her  responsibilities for the overall management and
promotion  of  the company.  Ms. Perfili is a graduate of Wayne State University
in  Detroit,  Michigan.

     DENNIS  H.  JOHNSTON, ESQ. serves as the Company's Corporate Secretary, and
is  also  an  independent  director.  Mr.  Johnston  has  more  than 20 years of
experience  as  a  practicing  attorney  specializing  in  the representation of
corporations  and  financial  institutions.  He  has  assisted in organizing and
financing numerous private and publicly traded companies and has handled mergers
and  acquisitions  with  a  total  value  in  excess of $3 billion. Mr. Johnston
received  undergraduate  degrees  in  business and economics from UCLA and a law
degree  with  Dean's List Honors from Loyola University of Los Angeles, where he
was an Editor of The Loyola Law Review. He is a former partner at the nationally
recognized  law  firms  of  Manatt,  Phelps,  Rothenberg,  &  Tunney, and Wyman,
Bautzer,  Kuchel  &  Silbert.

     FARAMARZ  VAZIRI, PH.D., is currently the president of TiVox Systems, Inc.,
a  newly  formed  technology  company,  and  will serve as the Company's primary
Technology  Consultant.  He  is  also  a  co-founder of FoneFriend Systems, Inc.
("FSI")  He led the technical development of the FoneFriend product and brings a
wealth  of  computer telephony expertise to the Company, including his skills in
all  major  computer  programming languages, operating systems and communication
hardware.  Dr.  Vaziri  is  currently  an  Associate  Professor  of  Electrical
Engineering  at  the  State University of New York, New Paltz, a position he has
held since 1985. Formerly, he was CTO of DSP Communications where he worked with
John  Wimsatt  (president  of FSI) in delivering the Aviation PBX system on time
and under budget. He was also formerly CTO of Digital Techniques Marketing where
he  developed  a universal digital switching platform for most telecommunication
platforms.  Dr.  Vaziri  was  granted a patent for his development of a "Modular
User Programmable Telecommunications System with Distributed Processing." He was
also granted a patent on the FoneFriend technology, which patent was assigned to
FSI.  Dr.  Vaziri  received  a  Ph.D.  degree in Electrical Engineering from the
University  of  Houston.

ELECTION OF DIRECTORS

We elect our directors each year.

EMPLOYMENT AGREEMENTS WITH KEY PERSONS

We  entered into a formal written Employment Agreement with Jackelyn Giroux, our
President,  dated  November  20,  2002, as amended by an Amendment to Employment
Agreement  dated  November 22, 2003 (together being the "Employment Agreement"),
which  provide for, among other employment benefits, an annual salary of $90,000
with  an  accrued  amount  aggregating  $82,500 paid in installments over twelve
months  with  10%  interest,  the right to purchase 2.8 million shares of common
stock at a price of $.001 per share, and an anti-dilution clause to maintain Ms.
Giroux's  ownership  interest  in  the  Company  at  21.2%  of  the  issued  and
outstanding  shares  of  common stock.  The shares have been purchased under the
Employment  Agreement  by  Ms.  Giroux.  However,  payment  of  both current and
accrued  salary amounts have been suspended and continue to accrue due to a lack
of  revenues,  and  may  be reinstated in the future.  In addition, Ms. Giroux's
Employment  Agreement  granted  her  an option to purchase 350,000 shares of our
common  stock  at  a price of $.01 per share.  This option is vested but has not
been  exercised  as  of  the  date  of  this  prospectus.

We  entered  into  a  formal  written  Consulting  Services  Agreement with Gary
Rasmussen,  then our Senior Business Consultant and now also our Chairman, dated
November  20,  2002, as amended by an Amendment to Consulting Services Agreement
dated  November  22,  2003 (together being the "Consulting Services Agreement"),
which  provide  for,  among  other  benefits,  an  annual  salary  of  $120,000
(increasing  to  $180,000  under  certain  conditions)  with  an  accrued amount
aggregating  $86,000  paid in installments over twelve months with 10% interest,
the right to purchase 4.5 million shares of common stock at a price of $.001 per
share,  and  an  anti-dilution  clause  to  maintain  Mr.  Rasmussen's ownership
interest  in  the  Company at 25% of the issued and outstanding shares of common
stock.  The  shares have been purchased under the Consulting Services  Agreement
by  Mr. Rasmussen.  However, payment of both current and accrued consulting fees
have been suspended and continue to accrue due to a lack of revenues, and may be
reinstated  in  the  future.  In  addition, Mr. Rasmussen's consulting agreement
granted  him an option to purchase 350,000 shares of our common stock at a price
of  $.10  per  share;  provided, however, that the amount of shares and terms of
such  option  shall  not  be  less  favorable than any other grantee of options.
Accordingly, the exercise price was adjusted to $.01 per share in order to match
the  exercise  price  granted the Company's President. This option is vested but
has  not  been  exercised  as  of  the  date  of  this  prospectus.

We entered into a formal written Consultancy Agreement with Edward N. Jones, our
Chief  Financial Officer, dated November 15, 2002, as amended by an Amendment to
Consultancy  Agreement  dated  November  16,  2003,  and  as amended by a Second
Amendment  to  Consultancy  Agreement  dated  March  1, 2004 (together being the
"Consultancy  Agreement"),  which  provide for, among other consulting benefits,
payment  in  the  amount  of  85,000  shares  over  the  term  of the Consulting
Agreement,  which  commenced  on  November  20, 2002, and ends on June 30, 2004.
These  shares have been delivered to Mr. Jones. Mr. Jones has sold some of these
shares  in  the  open  market.

PROMOTERS.

We  have  engaged  RR  Inv  Holdings,  Inc.  for  investor  relations and public
relations  services for our Company. Our engagement with them provides that they
will  profile  our  Company  to  broker dealers and the investment community via
telephone  conference  calls  and  internet news dissemination, as well as other
media  forms.  We  have  paid RR Inv Holdings, Inc. 900,000 shares of our common
stock  for their services. A copy of our agreement with RR Inv Holdings, Inc. is
attached  as  an  exhibit  to  this  registration  statement.

                 LIMITATIONS ON DIRECTOR AND OFFICER LIABILITY;
                  POSITION OF THE COMMISSION ON INDEMNIFICATION

Section  145  of  the  Delaware General Corporation Law ("DGCL") provides that a
corporation  may indemnify such person who was or is a party or is threatened to
be  made  a  party to any threatened, pending or completed action or proceeding,
whether  civil, criminal, administrative or investigative, by reason of the fact
that  such  person  is  or  was  a  director,  officer, employee or agent of the
corporation  or  is  or  was  serving at its request in such capacity in another
corporation  or  business  association,  against  expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by  him  in  connection  with  such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  had  no  reasonable cause to believe his
conduct  was  unlawful.

As  permitted  by Section 145 of the DGCL, the Company's Bylaws provide that, to
the  fullest extent permitted by the DGCL, directors, officers and certain other
persons  who are made, or are threatened to be made, parties to, or are involved
in,  any  action,  suit  or  proceeding  will be indemnified by the company with
respect  thereto.  Article  V  of  the  Company's  Bylaws  provides  for  the
indemnification  of officers, directors, employees and agents of the corporation
if  such person acted in good faith and in a manner reasonably believed to be in
and  not  opposed  to the best interest of the corporation, and, with respect to
any criminal action or proceeding the indemnified party had no reason to believe
his  conduct  was  unlawful.

Section  102(b)(7)  of  the  DGCL  permits  a  corporation  to  provide  in  its
Certificate  of  Incorporation  that  a director of the corporation shall not be
personally  liable  to  the corporation or its stockholders for monetary damages
for  breach  of  fiduciary  duty as a director, expect for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii)  for  acts  or  omissions  not  in  good faith or which involve intentional
misconduct  or  a knowing violation of law, (iii) under section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

As  permitted  by  Section  102(b)(7)  of  the  DGCL,  our  Amended and Restated
Certificate  of  Incorporation  includes  a  provision  that limits a director's
personal  liability  to the company or its stockholders for monetary damages for
breaches of his or her fiduciary duty as a director. Article IX of the Company's
Amended  and  Restated Certificate of Incorporation provides that no director or
the  company  shall  be personally liable to the company or its stockholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted by
DGLC.

On  February  25,  2004,  we  entered into an Investment Agreement with Dutchess
Private  Equities  Fund,  L.P., in which we agreed to defend, protect, indemnify
and  hold harmless Dutchess' officers, directors, employees, counsel, and direct
or indirect investors, agents or other representatives, from and against any and
all  actions,  causes  of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and reasonable expenses including reasonable attorneys'
fees  and  disbursements incurred by Dutchess as a result of, or arising out of,
or  relating  to  (i)  any  misrepresentation or breach of any representation or
warranty  made  by us or any other certificate, instrument or document; (II) any
breach  of any of our covenants, agreements or obligations or (III) any cause of
action, suite or claim brought or made against Dutchess by a third party, except
insofar  as  any such misrepresentation, breach or any untrue statement, alleged
untrue  statement,  omission or alleged omission is made in reliance upon and in
conformity with information furnished to Dutchess which is specifically intended
for  use  in  the  preparation  of  any such registration statement, preliminary
prospectus,  prospectus  or  amends  to  the  prospectus.

On  February  25,  2004,  we  entered  into a Registration Rights Agreement with
Dutchess, in which we agreed to indemnify, hold harmless and defend Dutchess and
its  officers,  partners, employees, counsel, agents and representatives against
any  losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs,  attorneys'  fees,  amounts  paid  in  settlement  or  expenses, joint or
several,  incurred  in  investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not Dutchess is or
may  be a party thereto, to which any of them may become subject insofar as such
claims  or actions or proceedings, whether commenced or threatened, arise out of
or  are  based  upon:  (I) any untrue statement or alleged untrue statement of a
material  fact  in  a  registration  statement  or  any post-effective amendment
thereto  or  in  any  filing  made  in  connection with the qualification of the
offering  under  the  securities or other "blue sky" laws of any jurisdiction in
which  Dutchess  has requested in writing that we register or qualify the common
stock,  or the omission or alleged omission to state a material fact required to
be  stated  therein or necessary to make the statements therein, in light of the
circumstances under which the statements therein were made, not misleading, (II)
any untrue statement or alleged untrue statement of a material fact contained in
the  final  prospectus  or the omission or alleged omission to state therein any
material  fact  necessary  to  make the statements made therein, in light of the
circumstances  under  which the statements therein were made, not misleading, or
(III)  any  violation  or  alleged  violation  by  us of the Securities Act, the
Securities  Exchange  Act,  or any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or  sale  of  the  common  stock  pursuant  to  a  registration  statement.  The
indemnification  agreements  (I)  shall  not  apply to a claim arising out of or
based  upon a violation which is due to the inclusion in the registration of the
information furnished to us by Dutchess expressly for use in connection with the
preparation  of  the  registration  or  any such amendment thereof or supplement
thereto;  (II) shall not be available to the extent such claim is based on (A) a
failure  of  Dutchess to deliver or to cause to be delivered the prospectus made
available  by  us  or (B) Dutchess' use of an incorrect prospectus despite being
promptly  advised  in  advance  by  us  in  writing  not  to  use such incorrect
prospectus;  (III) any claims based on the manner of sale of the common stock by
Dutchess  or  of  Durchess'  failure  to  register  as a dealer under applicable
securities; (IV) any omission of Dutchess to notify us of any material fact that
should  be  stated  in  the  registration  statement  or  prospectus relating to
Dutchess  or  the  manner of sale; and (V) any amounts paid in settlement of any
claim  if  such  settlement is effected without the prior written consent, which
consent  shall  not  be  unreasonably  withheld.

Insofar  as indemnification for liabilities arising under the Securities Act may
be permitted to director, officers or persons controlling us under the foregoing
provisions,  we  have  been  advised  that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is  unenforceable  for  that  reason.

                             EXECUTIVE COMPENSATION

The  Summary  Compensation  Table  and  the  accompanying  notes set forth below
provide  summary information for each of the last three fiscal years ended March
31st,  concerning  cash and non-cash compensation earned, paid or accrued by our
Chief  Executive  Officer  and  each  of  our  most highly compensated executive
officers  or consultants whose total compensation exceeded $100,000. Information
for  our  fiscal  year ended March 31, 2004, is provided through March 15, 2004.




                           Summary Compensation Table
                           --------------------------

                    Annual Compensation               Awards               Payout
                 --------------------------   ----------------------    -------------
Name and                           Other      Restricted  Securities    LTIP    Other
Principal  Year  Salary  Bonus Compensation   Stock Award Underlying    Payouts
Position           ($)    ($)       ($)       (s) ($)     Options        ($)     ($)
                                                          SARs (#)
---------- ----  ------  ----- ------------   ----------- ----------    ------- -----
                                                        

Jackelyn   2004  86,250      -            -             -          -          -     -
Giroux     2003  32,500      -            -             -    350,000          -     -
President  2002     -0-      -            -             -          -          -     -
-CEO (1)

Gary A.    2004 115,000      -            -             -          -          -     -
Rasmussen  2003  43,333      -            -             -    350,000          -     -
Chairman   2002     -0-      -            -             -          -          -     -
And
Consultant (2)

Brandon    2004     -0-      -            -             -          -          -     -
Powell     2003 115,606      -            -             -          -          -     -
Exec. Vice 2002 184,969      -            -             -          -          -     -
President (3)




1.   Ms.  Giroux's  annual  base  salary  is  $90,000  and  is payable to Global
     Universal  Limited,  a corporation owned and controlled by her. Fiscal year
     2004  reflects salary earned for the period April 1, 2003 through March 15,
     2004, of which $11,382 was paid in cash and the balance was accrued. Fiscal
     year  2003  reflects  salary  earned  for  the  period  November  20,  2002
     (commencement  of  her employment) through March 31, 2003, of which $17,500
     was  paid  in cash and the balance was accrued. Prior to November 20, 2002,
     Ms.  Giroux served as the President of our predecessor company, FoneFriend,
     Inc.,  a  Nevada  corporation, where she received an additional $59,000 for
     the period April 1, 2002 through November 19, 2002. Ms. Giroux's employment
     agreement  with the Company granted her an option to acquire 350,000 shares
     of  the  Company's common stock at a price of $.01 per share. Additionally,
     her  agreement  provides  for an auto allowance, health insurance and other
     perks, as well as bonus compensation in the amount of one percent (1.0%) of
     net  revenues  realized  by the Company. No perks or bonus compensation has
     been  paid  to  date.

2.   Mr.  Rasmussen's  annual  base  compensation as our consultant is presently
     $120,000  and  will  increase  to  $180,000  upon  the Company's receipt of
     minimum  financing  in  the amount of $1 Million. Fiscal year 2004 reflects
     consulting fees earned for the period April 1, 2003 through March 15, 2004,
     of  which $41,000 was paid in cash and the balance was accrued. Fiscal year
     2003  reflects  consulting  fees  earned  for  the period November 20, 2002
     through  March  31,  2003, of which $8,000 was paid in cash and the balance
     was  accrued.  Prior  to  November  20,  2002,  Mr.  Rasmussen  served as a
     consultant  to  our  predecessor  company,  FoneFriend,  Inc.,  a  Nevada
     corporation,  where  he received an additional $29,142 for the period April
     1,  2002  through  November  19, 2002. Mr. Rasmussen's consulting agreement
     with  the Company granted him option to acquire a minimum of 350,000 shares
     of  the  Company's  common  stock  at  a price of $.10 per share; provided,
     however,  that  the  amount  and  terms  of  such  option  shall be no less
     favorable than granted to any other person by the Company. Accordingly, the
     exercise  price  of his option has been adjusted to $.01, in order to match
     the  exercise  price  granted  the  Company's  President. Additionally, his
     agreement provides for an auto allowance, health insurance and other perks,
     as  well  as  bonus  compensation in the amount of one and one-half percent
     (1.5%)  of  any  private  financing received by the Company and one percent
     (1.0%)  of  revenues realized. No perks or bonus compensation has been paid
     to  date  and  Mr.  Rasmussen has not yet received any compensation for his
     role  as  our  Chairman.

3.   Mr. Powell's salary for fiscal year 2002 is based upon information reported
     in  Universal  Broadband  Network's annual report on Form 10-K for the year
     ended  March  31,  2002.  His  salary for fiscal year 2003 is estimated and
     reflects  the  period  April  1,  2002  through November 15, 2002, when Mr.
     Powell  resigned.  Mr.  Powell  was  the  sole executive officer during the
     bankruptcy.

DIRECTOR  COMPENSATION

Our  policy is that directors are entitled to be compensated at the rate of $500
per meeting. Only one director, Virginia Perfili, has received such compensation
to  date,  because  of  our  cash position. However, we intend to pay all of our
directors  at  this  rate  in  the future when cash flow permits us to do so. In
addition  to  the  aforementioned  compensation,  Ms.  Perfili,  who worked as a
contract  employee during 2002, was granted 100,000 award shares pursuant to the
Company's  2002 Stock Plan in January 2003 for her services. It is intended that
Ms.  Perfili  will receive additional shares of common stock for her services as
director  and for her services as a contract employee. Dennis H. Johnston, Esq.,
our  Corporate  Secretary  and Director, was granted options to purchase 300,000
shares  of  common  stock at a purchase price of $.10 cents per share on May 20,
2003  for  his  service.

OPTIONS  AND  AWARD  SHARES

We  have  a  2002  Non-Employee, Director and Consultant Retainer Stock Plan and
Employee Stock Incentive Plan (the "Plan"), which is more fully discussed below.
The  Plan  was  adopted to award shares and options to Non-Employees, Directors,
Consultants  and  Employees for their service and to provide them with an equity
stake  in our Company.  To date, Mr. Perfili was awarded 100,000 shares in 2003,
and  Ms. Giroux, Mr. Rasmussen and Mr. Johnston were awarded options to purchase
350,000, 350,000 and 300,000 shares of common stock, respectively, in 2003.  The
options awarded to Ms. Giroux and Mr. Rasmussen have fully vested, while half of
the  options  awarded  to  Mr.  Johnston  have  vested.

In  July, 2003, we issued an option to a consultant to acquire 200,000 shares at
$.20  (current  market). The option was exercised in August. In September, 2003,
we  issued  an option to a consultant to acquire 200,000 shares at $.15 (current
market).  This  option  was exercised in October. In October, 2003, we issued an
option  to a consultant to acquire 100,000 shares at $.15 (current market). This
option  was  exercised.

In  January,  2004,  we  gave 15,000 shares of registered common stock to Edward
Jones,  our  CFO,  as consideration for the renewal of his agreement to serve as
CFO  through  February 29, 2004. His original agreement had expired November 15,
2003.  Just  recently, on March 1, 2004, we entered into an amended agreement to
give  Ed  Jones  an additional 20,000 shares of registered common stock to renew
his  contract  until  June  30,  2004.

2002 NON-EMPLOYEE DIRECTOR AND CONSULTANT RETAINER STOCK PLAN AND EMPLOYEE STOCK
INCENTIVE  PLAN

The  following table sets forth information about our 2002 Non-Employee Director
and  Consultant Retainer Stock Plan and Employee Stock Incentive Plan (the "2002
Plan") adopted by our Board of Directors on December 27, 2002, as filed with the
Commission  as  an exhibit to our Registration Statement on Form S-8 on December
27,  2002.

2002 Non-employee
Director and Consultant                      As of March31, 2003
Retainer Stock Plan and                Award Stock          Stock Options
Employee Stock Incentive Plan          Issued               Issued
-----------------------------          -----------          -------------
                                       1,080,000 (1)(2)     1,000,000 (3)
Remaining securities available            20,000            2,500,000

(1)  On  December  27,  2002, we issued 825,000 award shares to Consultants that
     performed  services  on  behalf  and  at  the  request  of  the  Company.

(2)  Subsequent  to March 31, 2003, we issued an additional 270,000 award shares
     to  Consultants  pursuant  to  consulting  services  agreements,  and  an
     additional  500,000  options  to Consultants which have been exercised at a
     weighted  average  price  of  $.17  per  share.

(3)  The  Board  of  Directors  has  authorized  the  grant  of options covering
     1,000,000  shares  as  follows: (i) 350,000 to Jackelyn Giroux, pursuant to
     her employment agreement with the Company; (ii) 300,000 shares to Dennis H.
     Johnston,  pursuant  to  his  agreement  with the Company for his continued
     services as Secretary and General Counsel; and (iii) 350,000 shares to Gary
     Rasmussen,  pursuant  to  his  consulting  agreement  with  the  Company.

The  Compensation  Committee  of  the  Board of Directors issues award stock and
stock  options,  as  the  case  may  be,  to  employees,  directors,  officers,
consultants,  advisors  and other persons associated with our company.  The 2002
plan  is  intended  to provide a method whereby our company may be stimulated by
the  personal  involvement  of  our employees, directors, officers, consultants,
advisors  and other persons in our business and reward such involvement, thereby
advancing  the  interests of our company and all of its shareholders.  A copy of
the  2002  plan  has  been  incorporated  as  an  exhibit  to  this registration
statement.

As  of  the date of this prospectus, a total of 1,095,000 shares of common stock
and  1,500,000  options  have  been  issued  pursuant to our 2002 Plan.  Of this
amount  65,000  shares  of  common  stock and 650,000 options were issued to our
management.

                           RELATED PARTY TRANSACTIONS

During  the  calendar  year  of  2003, Jackelyn Giroux, the Company's President,
along  with a member of her family, and Gary Rasmussen, then a consultant to the
Company,  made  several  short  term  loans of various amounts to the Company to
cover  its  operating expenses. The aggregate amount of such loans did not total
over  $60,000 and were repaid to these individuals without interest in December,
2003.  The  effects  of  the  imputed  interest  on  the shareholders loans were
immaterial.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common  stock  is currently quoted on the OTC Bulletin Board under the
symbol  "FFRD.OB".  The  following  table  shows  the high and low prices of our
common  stock since we began trading under the name of FoneFriend, Inc. on March
6,  2003,  as  reported  by  the  National  Daily  Quotation  Service  and  the
Over-The-Counter  Bulletin  Board.  Prior  to December 5, 2002, our common stock
was  traded  under  the  name  of  our  predecessor company, Universal Broadband
Networks,  Inc.  (UBNTQ:OTCBB).   For  the period beginning with the fiscal year
ended  March 31, 2002, through December 5, 2002, our predecessor corporation was
in  bankruptcy  (under  the  name of Universal Broadband Networks, Inc.) and its
common  stock traded at a high of $.02 (on April 1, 2002) and a low of $.003 (on
December  5,  2002),  under  the  symbol  "UBNTQ"  as  mentioned  before.

The  quotations  set  forth below reflect inter-dealer prices, without mark-ups,
mark-downs,  or  commissions  and  may  not  represent  actual  transactions:

Period                                         High            Low
                                             --------        --------
From January 1, 2004 to March 15, 2004       $   0.30        $   0.12
Quarter Ended December 31, 2003              $   0.45        $   0.13
Quarter Ended September 30, 2003             $   2.05        $   0.14
Quarter Ended June 30, 2003                  $   3.90        $   2.01
From March 6, 2003 to March 31, 2003         $   4.00        $   3.50

As  of  December  31,  2003,  we  had approximately 312 holders of record of our
common stock. Our transfer agent is Executive Registrar & Transfer Agency, Inc.,
of  Englewood,  Colorado.  Their  phone  number  is  303-783-9055.

We  have not declared any cash dividends with respect to our Common Stock and we
do  not  intend  to  declare  dividends  in  the foreseeable future.  Our future
dividend policy cannot be ascertained with any certainty.  There are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on  either  our  common  or  preferred  stock.

Penny  Stock  Characterization

Our Shares are "penny stocks" within the definition of that term as contained in
the  Securities Exchange Act of 1934, which are generally equity securities with
a price of less than $5.00. Our shares will then be subject to rules that impose
sales  practice and disclosure requirements on certain broker-dealers who engage
in  certain transactions involving a penny stock. These will impose restrictions
on  the  marketability  of  the  common  stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other  than an established customer or "accredited investor" must make a special
suitability  determination  for  the  purchaser and must receive the purchaser's
written  consent  to the transaction prior to the sale, unless the broker-dealer
is  otherwise  exempt.  Generally,  an  individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with his or her spouse is considered an accredited investor. In addition, unless
the  broker-dealer  or  the  transaction  is  otherwise  exempt, the penny stock
regulations  require  the  broker-dealer  to  deliver,  prior to any transaction
involving  a  penny  stock, a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock market.  A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the Registered
Representative  and  current  bid  and  offer  quotations for the securities. In
addition  a  broker-dealer  is  required  to  send monthly statements disclosing
recent  price  information  with respect to the penny stock held in a customer's
account,  the  account's  value  and information regarding the limited market in
penny  stocks.  As  a result of these regulations, the ability of broker-dealers
to  sell  our  stock may affect the ability of selling security holders or other
holders  to  sell  their shares in the secondary market.  In addition, the penny
stock  rules generally require that prior to a transaction in a penny stock, the
broker-dealer  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 a stock that becomes subject to the
penny  stock  rules. These additional sales practice and disclosure requirements
could  impede  the  sale  of  our  securities, if our securities become publicly
traded.  In  addition,  the  liquidity  for  our  securities  may  be  adversely
affected,  with  concomitant adverse affects on the price of our securities. Our
shares  may  someday  be  subject to such penny stock rules and our shareholders
will,  in  all  likelihood,  find  it  difficult  to  sell  their  securities.

We  have 1,000,000 outstanding options to purchase shares of our common stock at
prices  ranging  from  $.01  per  share  to  $.10  cents  per share, and 200,000
outstanding  warrants  to purchase shares of our common stock at a price of $.20
per share.  In addition, we have a convertible note outstanding in the principal
amount  of  $100,000,  bearing  interest at the rate of 15%, that is convertible
into  shares  of  our common stock at a 25% discount to the closing price of our
shares  on  the  date  of  conversion.

Agreements  to  Register.

We  have  agreed  to register shares that are "put" to Dutchess Private Equities
Fund,  L.P.  under  the  Investment  Agreement pursuant to a Registration Rights
Agreement.  A  copy  of  such  Registration  Rights Agreement is incorporated by
reference  as  Exhibit  10.11  of this registration statement.   In addition, we
have agreed to register 1,500,000 shares of common stock owned by Gary Rasmussen
and  500,000  shares  of common stock owned by Jackelyn Giroux on a Registration
Statement  on  Form  S-8  of  the  Company.

Shares  Eligible  for  Future  Sale.

Upon  effectiveness  of  this registration statement, up to 17,950,000 shares of
common  stock sold in this offering will be freely tradable without restrictions
under  the  Securities  Act  of  1933,  except  for  any  shares  held  by  our
"affiliates",  which  will  be  restricted by the resale limitations of Rule 144
under  the  Securities  Act  of  1933.

In general, under Rule 144 as currently in effect, any of our affiliates and any
person  or  persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market  within  any  three-month  period a number of shares of common stock that
does  not  exceed  the  greater  of (i) 1% of the then outstanding shares of our
common  stock,  or  (ii)  the  average weekly trading volume in the common stock
during  the  four  calendar  weeks preceding such sale. Sales under Rule 144 are
also  affected  by  limitations  on  manner  of  sale,  notice requirements, and
availability  of  current  public  information about us. Non-affiliates who have
held  their  restricted shares for one year may be entitled to sell their shares
under  Rule  144  without  regard to any of the above limitations, provided they
have  not  been  affiliates  for  the  three  months  preceding  such  sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales
of  restricted  securities  of  any  issuer  provided  that  the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in  securities.  Rule 144A allows our existing stockholders to sell their shares
of  common  stock  to  such  institutions  and registered broker-dealers without
regard  to  any  volume or other restrictions. Unlike under Rule 144, restricted
securities  sold  under  Rule 144A to non-affiliates do not lose their status as
restricted  securities.

Of  the  19,184,444 shares of common stock currently issued and outstanding, our
management  estimates there are about 1,785,000 free trading shares in the float
and  about  7,668,500  shares  eligible  for  sale under Rule 144. An additional
2,950,000  shares  currently  outstanding will be registered hereunder. Also, we
have  agreed  to register 2,000,000 shares of common stock currently outstanding
that  are held by our President and our Chairman.  Additionally, future sales of
stock  owned  by  our  affiliates  may  be  permitted according to Rule 144. The
availability  for  sale  of  substantial  amounts of common stock under Rule 144
could  adversely  affect  prevailing  market  prices  for  our  securities.


                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The  following table sets forth, to our knowledge, certain information regarding
the beneficial ownership of the common stock, and the address of such beneficial
owner,  as of March 15, 2004, for (i) each person known by the Company to be the
beneficial owner of 5% or more of the outstanding common stock, (ii) each of the
Company's  officers,  directors  and consultants, and (iii) all of the Company's
executive  officers,  directors,  consultants  and  Principal  Stockholders as a
group.  The  notes accompanying the information in the table below are necessary
for a complete understanding of the figures provided below. The number of common
shares  owned  includes  shares  of  common  stock issuable upon the exercise of
options that are currently exercisable or will become exercisable within 60 days
of  the date of this prospectus. For each beneficial owner, officer, director or
consultant, his or her percentage of shares outstanding is based upon 19,184,444
shares  outstanding  as  of  March 15, 2004, plus 865,000 additional shares that
such  beneficial  owners have the right to acquire within 60 days of the date of
this  prospectus  (i.e.,  a  total  of  20,049,444).





SHAREHOLDER NAME       RELATIONSHIP TO      SHARES OWNED     PERCENTAGE OF
AND ADDRESS            COMPANY                               SHARES OUTSTANDING
----------------       ---------------      ------------     ------------------
                                                    

Jackelyn Giroux        President and         3,297,900             16.18%
14545 Friar St,        Director                 (1)
#103
Van Nuys, CA 91411
----------------       ---------------      ------------     ------------------

Gary Rasmussen         Chairman and          4,808,225             23.59%
14545 Friar St,        Senior Business          (2)
#103                   Consultant
Van Nuys, CA 91411
----------------       ---------------      ------------     ------------------

Dennis Johnston        Secretary and           478,140              2.36%
2895 Woodwardia Dr.    Director                 (3)
Los Angeles,
CA 90077
----------------       ---------------      ------------     ------------------

Edward N. Jones        Chief Financial          75,500              0.35%
13331 Moorpark St,     Officer                  (4)
#346, Sherman Oaks,
CA 91423
----------------       ---------------      ------------     ------------------

Virginia Perfili       Director                 55,000              0.27%
14545 Friar St,                                 (5)
#103, Van Nuys,
CA 91411
----------------       ---------------      ------------     ------------------

Francois Van Der       Former Officer        1,800,000              8.83%
Hoeven                 and Director             (6)
1404 Eastview Ct.
Oceanside,
CA 92056
----------------       ---------------      ------------     ------------------

Officers, directors,   (5 persons)           8,714,765             42.75%
and consultants
as a group
----------------       ---------------      ------------     ------------------

Officers, directors    (6 persons)          10,514,765             51.58%
and all beneficial
owners, as a group
----------------       ---------------      ------------     ------------------



(1)  Amount  consists  of (a) 2,700,000 shares owned directly by Ms. Giroux, (b)
     options  to  purchase up to 350,000 shares of common stock on or before May
     20,  2008  at  an exercise price of $0.01 per share, and (c) 247,900 shares
     held  in  the  name  of  Global  Universal  Limited,  Inc.,  a  corporation
     controlled  by  Ms.  Giroux  as  its  President  and  majority shareholder.

(2)  Amount  consists  of  (a) 4,267,500 shares owned directly by Mr. Rasmussen,
     (b)  options  to purchase up to 350,000 shares of common stock on or before
     May  20,  2008  at an exercise price of $0.01 per share, (c) 105,000 shares
     owned  by  Mr. Rasmussen as custodian for the benefit of his minor children
     under  the  Michigan  Uniform  Gift to Minors Act, (d) 85,725 shares of the
     428,625  shares owned by Rochester Capital Partners, a limited partnership,
     of which Mr. Rasmussen is the general partner and a beneficial owner of 20%
     of  its  equity. Although he has sole dispositive power as general partner,
     Mr.  Rasmussen  disclaims  any  beneficial  ownership  in the remaining 80%
     equity  of  the partnership, representing 342,900 shares owned by Rochester
     Capital  Partners, as such equity and corresponding shares are beneficially
     owned  by  Mr.  Rasmussen's minor children and former spouse. Additionally,
     the  amount  does  not  include  75,000  shares of common stock owned by an
     irrevocable  children's  trust  for  the  benefit  of Mr. Rasmussen's minor
     children  for  which  he  is  not  the  trustee.

(3)  Amount  consists  of  328,140  shares  owned directly by Mr. Johnston, plus
     150,000  shares  that  may be acquired by him through the exercise of stock
     options  within  sixty days from the date of this prospectus. In connection
     with  his employment as Secretary, Mr. Johnston was granted a stock option,
     which  vests  pro-ratably  over  a 3-year period, to purchase up to 300,000
     shares  of  common stock on or before May 20, 2006, at an exercise price of
     $0.10  per  share.

(4)  Amount  consists  of 55,500 shares owned directly by Mr. Jones, plus 20,000
     shares owed to him in connection with his employment as our Chief Financial
     Officer.

(5)  Amount  consists  of  55,000  shares  owned  directly  by  Ms.  Perfili.

(6)  Amount  consists  of 1,800,000 shares owned directly by Mr. Van Der Hoeven.
     The  Company  has placed a stop-transfer order on 1,300,000 of these common
     shares  due to Mr. Van Der Hoeven's voluntary departure from the Company in
     mid-February,  2003.  He  was  granted the right to acquire these shares in
     consideration  for  a  3-year employment agreement, of which he served less
     than  3  months.  He  resigned  as  a  director  on  July  30,  2003.

                            THE SELLING SHAREHOLDERS

Based upon information available to us as of March 15, 2004, the following table
sets forth the name of the selling stockholders, the number of shares owned, the
number  of  shares  registered  by this prospectus and the number and percent of
outstanding  shares that the selling stockholders will own after the sale of the
registered  shares,  assuming  all  of  the  shares  are  sold.  The  selling
stockholders  may  have sold, transferred or otherwise disposed of, or may sell,
transfer  or  otherwise  dispose  of, at any time or from time to time since the
date  on  which  it  provided  the information regarding the shares beneficially
owned,  all  or  a  portion  of the shares of common stock beneficially owned in
transaction  exempt  from the registration requirements of the Securities Act of
1933,  as  amended.  As  used in this prospectus, the term "selling stockholder"
includes  donees,  pledges,  transferees or other successors-in-interest selling
shares  received  from  the  named  selling  stockholder  as  a  gift,  pledge,
distribution  or  other  non-sale  related  transfer.

The  table  lists  the  ownership  of  the  common  stock offered by the selling
shareholders assuming the exercise by the Company of all "put" options under the
Equity  Line  of  Credit covering shares offered by this prospectus. None of the
selling  shareholders  has  held  any  position  or  office  or  had  a material
relationship  with  us,  or any of our affiliates, within the past three years.

Beneficial  ownership is determined in accordance with Rule 13d-3(d) promulgated
by the Commission under the Securities Exchange Act of 1934, as amended.  Unless
otherwise  noted,  each  person  or  group  identified possesses sole voting and
investment  power with respect to the shares, subject to community property laws
where  applicable.




Name and address        Number of Shares     Number of Shares   Number of Shares
of beneficial owner     Beneficially Owned   Offered            Owned After
                                                                Offering (1)
--------------------------------------------------------------------------------
                                                               

Dutchess Private
Equities Fund, L.P.                   -0-       15,000,000 (2)          -0-
(3)

Compass Capital Group, Inc.           -0-          700,000 (4)          -0-

Danzig, Ltd                       150,000          150,000              -0-

Lothar Elsaessar                  300,000          300,000              -0-

Greentree Financial
Group, Inc.                       250,000          250,000              -0-

Hans George Huetter               300,000          300,000              -0-

RR Inv Holdings, Inc              900,000          900,000              -0-

The Bulletin Board
Productions,  LLC                 350,000          350,000              -0-

Totals                          2,950,000       17,950,000              -0-




________________

(1)  These  numbers  assume the selling shareholders sell all of their shares in
     the  offering.

(2)  Consists  of shares that may be issued pursuant to an Equity Line of Credit
     Agreement,  also  known  as  an  Investment  Agreement.

(3)  Dutchess  is  a  private  limited partnership whose business operations are
     conducted by its general partner, Dutchess Capital Management, LLC. Michael
     Novielli  and  Douglas  H.  Leighton  are  the  owners  of Dutchess Capital
     Management,  LLC.,  and  have  voting and dispositive power with respect to
     shares  owned  by  Dutchess  Private  Equities  Fund,  L.P.

(4)  Consists  of  shares  that  may  be  issued pursuant to the conversion of a
     promissory note currently held by Compass Capital Group and/or the exercise
     of  their  warrant  to  purchase  up  to 200,000 shares at a price of $.20.


                            DESCRIPTION OF SECURITIES

Common Stock

We  have  authorized  200,000,000  shares  of  common stock, $.001 par value per
share.  As  of  March  15,  2004,  there  were 19,184,444 issued and outstanding
shares  of common stock.  Following the offering, there will be up to 34,884,444
shares  issued  and  outstanding.  All shares are of the same class and have the
same  rights,  preferences  and  limitations.

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders.  Holders of common stock do not have
cumulative  voting  rights.  Holders  of  shares of common stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board  of  Directors  in its discretion, from funds legally available therefore.
In  the  event  of a liquidation, dissolution, or winding up of the Company, the
holders  of  shares  of  common  stock are entitled to share pro rata all assets
remaining  after  payment  in  full  of all liabilities and any amounts owing to
holders  of  shares  of  preferred  stock.  Holders  of  common  stock  have  no
preemptive  or  other subscription rights, and there are no conversion rights or
redemption  or  sinking  fund  provisions  with respect to such shares, with the
noted  exception of a put option held by the Liquidating Trust.  Pursuant to the
Plan  of  Merger  with  FoneFriend  Nevada,  the Liquidating Trust was granted a
conditional  put option 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.  A  quorum of
shareholders  for  purposes  of matters requiring a shareholder vote constitutes
35%  of  all of the issued and outstanding shares entitled to vote.  Shareholder
action  constitutes  the  affirmative  vote  at a meeting or action in lieu of a
meeting  taken  by  a  majority  of  the  shares  representing  a  quorum.

Preferred  Stock

We  have  authorized  50,000,000  shares of preferred stock, $.001 par value per
share.  As  of  March  15,  2004, there were no issued and outstanding shares of
preferred stock. The rights, preferences, privileges and restrictions granted to
and  imposed  on  the preferred shares may be set by the Board of Directors upon
issuance.  Terms  of  the  Preferred  Stock  would  be  outlined by our Board of
Directors  in  the  event  of  such  issuance.

                              PLAN OF DISTRIBUTION

This  prospectus  relates  to the resale of up to 2,950,000 shares of our common
stock  by  current  stockholders  Danzig,  Ltd.,  Lothar  Elsaessar,  Greentree
Financial  Group,  Inc.,  Hans  George  Huetter,  RR  Inv Holdings, Inc. and The
Bulletin  Board Productions, Inc.  Additionally, Dutchess Private Equities Fund,
L.P.  will  become  a  stockholder  pursuant  to a put right under an Investment
Agreement  that  we  have entered into with Dutchess, and Compass Capital Group,
Inc.,  which will become a stockholder upon the conversion of a convertible note
which it holds or the exercise of warrants to purchase our common stock which it
holds.

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.

On  February  25,  2004,  we  entered into an Investment Agreement with Dutchess
Private  Equities Find, L.P. ("Dutchess"). Pursuant to the Investment Agreement,
we may, at our discretion, periodically "put to" or require Dutchess to purchase
shares  of our common stock.  The aggregate amount that Dutchess is obligated to
pay  for  our  shares  shall  not exceed $3.0 million.  For each share of common
stock  purchased  under  the  Investment Agreement, Dutchess will pay 94% of the
lowest  Best Bid price as defined in the Agreement.Dutchess is a private limited
partnership  whose business operation are conducted through its general partner,
Dutchess Capital Management, LLC.  Our ability to put the shares of common stock
under  the Investment Agreement is conditioned upon us registering the shares of
common  stock with the Securities and Exchange Commission.  The costs associated
with  this  registration  will  be  borne  by  us.

The  amount  that the Company shall be entitled to put to Dutchess in any single
transaction  pursuant  to  the  Investment  Agreement  will  be equal to, at the
Company's  election,  either:  (A)  200% of the average daily volume in the U.S.
market  of  the  common stock for the 20 trading days prior to the notice of our
put, multiplied by 94% of the average of the three daily closing Best Bid prices
immediately  preceding  the date of the put, or (B) $25,000; provided that in no
event  shall  the  amount  of  any  single  put  be  more  than $1,000,000.  All
references  to  the  terms  of  the  Investment Agreement are qualified in their
entirety  to  the  language  contained  in  that  Agreement,  a copy of which is
incorporated  by  reference  in  this  Registration  Statement.

Subject  to  a  variety  of  limitations,  we  may  put  shares  pursuant to the
Investment  Agreement  once  the  underlying  shares  are  registered  with  the
Securities  and  Exchange Commission.  Thereafter, we may continue to put shares
to  Dutchess  until Dutchess has paid a total of $3.0 million or until 36 months
after  the  effectiveness  of the accompanying Registration Statement, whichever
occurs  first.

We  cannot  predict  the  actual  number of shares of common stock we will issue
pursuant  to  the  Investment Agreement, in part because the volume and purchase
price  of the shares will fluctuate based on prevailing market conditions and we
have  not  determined  the  total  amount  of  advances  we  intend  to  draw.

You  should  be  aware  that  there is an inverse relationship between our stock
price  and  the  number  of  shares to be issued under the Investment Agreement.
That  is,  if  our stock price declines, we would be required to issue a greater
number  of  shares  under  the  Investment  Agreement  for  a  given  advance.

We  have  engaged Charleston Capital Corporation ("Charleston") as our placement
agent  with  respect  to  the  securities  to be issued under the Equity Line of
Credit and, for these services, they will be paid one percent (1%) upon each put
up  to  a  maximum  of  $10,000.  Charleston  has  no  affiliation  or  business
relationship  with  Dutchess.

PLAN  OF  DISTRIBUTION

The  selling  stockholders will act independently of us in making decisions with
respect  to  the timing, manner and size of each sale.  The selling stockholders
may  sell  shares  from  time  to  time

o    at  market prices prevailing on the OTC Bulletin Board at the time of offer
     and  sale,  or
o    at  prices  related  to  such  prevailing  market  prices,  or
o    in  negotiated  transactions,  or
o    in  a  combination  of  such  methods  of  sale.

The  selling  stockholders  may effect such transactions by offering and selling
the  shares  directly  to  or  through  securities  broker-dealers,  and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions  from  the  selling stockholders and/or the purchasers of the shares
for  whom  such  broker-dealers  may  act  as  agent  or  to  whom  the  selling
stockholders  may  sell  as  principal,  or  both,  which  compensation  as to a
particular  broker-dealer  might  be  in  excess  of  customary  commissions.

Dutchess  and  any  broker-dealers who acts in connection with the sale of their
shares  may  be deemed to be "underwriters" within the meaning of the Securities
Act  of 1933, as amended, and any discounts, concessions or commissions received
by  them and profit on any resale of the shares as principal may be deemed to be
underwriting  discounts,  concessions  and commissions under the Securities Act.

On or prior to the effectiveness of the registration to which this prospectus is
a  part,  we  will  advise the selling stockholders that they and any securities
broker-dealers  or others who may be deemed to be statutory underwriters will be
governed  by  the  prospectus  delivery  requirements  under the Securities Act.
Under  applicable  rules  and regulations under the Securities Exchange Act, any
person  engaged  in  a  distribution  of  any of the shares may not simultaneous
engage  in market activities with respect to the common stock for the applicable
period  under  Regulation  M prior to the commencement of such distribution.  In
addition  and without limiting the foregoing, the selling security owners may be
governed  by  the  applicable provisions of the Securities and Exchange Act, and
the  rules  and regulations thereunder, including without limitation Rules 10b-5
and  Regulation  M, which provisions may limit the timing of purchases and sales
of  any  of  the  shares  by  the selling stockholder.  All of the foregoing may
affect  the  marketability  of  our  securities.

On  or  prior  to  the effectiveness of the registration statement to which this
prospectus  is  a  part,  we  will  advise  the  selling  stockholders  that the
anti-manipulation  rules under the Securities Exchange Act may apply to sales of
shares  in  the market and to the activities of the selling security holders and
any  of  their  affiliates.  We  have informed the selling security holders that
they  may  not:

o    engage  in any stabilization activity in connection with any of the shares;
o    bid  for or purchase any of the shares or any rights to acquire the shares,
     or  attempt to induce any person to purchase any of the shares or rights to
     acquire  the  shares  other than as permitted under the Securities Exchange
     Act;
o    effect  any  sale  or distribution of the shares until after the prospectus
     shall  have  been  appropriately  amended  or supplemented, if required, to
     describe  the  terms  of  the  sale  or  distribution.

We  have  informed  the  selling stockholders that they must effect all sales of
shares  in  broker's  transactions,  through broker-dealers acting as agents, in
transaction directly with market makers, or in privately negotiated transactions
where  no  broker  or  other third party, other than the purchaser, is involved.

The  selling  stockholders  may indemnify any broker-dealer that participates in
transactions  involving  the  sale of shares against certain liabilities arising
under  the Securities Act.  Any commissions paid or any discounts or concessions
allowed to any broker-dealers, and any profits received on the resale of shares,
may  be deemed to be underwriting discounts and commissions under the Securities
Act  if  the  broker-dealers  purchase  shares  as  principal.

In the absence of the registration statement to which this prospectus is a part,
certain  of  the  selling  stockholders  would be able to sell their shares only
pursuant  to  the  limitations of Rule 144 promulgated under the Securities Act.

                                LEGAL PROCEEDINGS

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

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

In  January, 2003, the Company entered into a settlement agreement with a former
officer  and  director  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  Company  intends  to  settle  this matter as soon as
finances  permit.  The  plaintiff  has  not  yet  moved  to  file or enforce the
judgment.

Other than the legal matters disclosed above, we are not aware of any litigation
or  potential  litigation  affecting  us  or  our  assets.

                                  LEGAL MATTERS

The  Law  Offices  of  Harold H. Martin, P.A. will pass upon the validity of the
common  stock  offered  hereby. Mr. Martin will not receive a direct or indirect
interest  in  the  small  business  issuer  and  has  never  been  a  promoter,
underwriter,  voting  trustee, director, officer or employee of our company. Nor
does  Mr.  Martin  have  any  contingent  based  agreement  with us or any other
interest  in  or  connection  to  us.

                                    EXPERTS

The  consolidated  financial  statements  incorporated  by  reference  in  this
prospectus  have  been  audited  by Henry Schiffer, independent certified public
accountants,  to the extent and for the periods set forth in their report (which
contains  an  explanatory paragraph regarding our ability to continue as a going
concern)  incorporated  herein  by  reference,  and  are  incorporated herein in
reliance  upon  such  report  given  the  authority  of  said firm as experts in
auditing  and  accounting.  Neither  Mr. Schiffer nor his firm has any direct or
indirect  interest  in  us,  nor  were  they  a  promoter  or  underwriter.

                             ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission a registration statement on
Form SB-2 under the Securities Act of 1933 for the shares of common stock in the
offering,  of which this prospectus is a part.  This prospectus does not contain
all  of  the  information  in  the  registration  statement and the exhibits and
schedules  that  were  filed  with  the  registration  statement.  For  further
information  with  respect  to  us  and  the  common  stock, we refer you to the
registration  statement  and the exhibits and schedules that were filed with the
registration  statement.

Statements  contained  in  this prospectus about the contents of any contract or
any other document that is filed as an exhibit to the registration statement are
not  necessarily  complete, and we refer you to the full text of the contract or
other document filed as an exhibit to the registration statement.  A copy of the
registration  statement  and the exhibits and schedules that were filed with the
registration  statement  may be inspected without charge at the Public Reference
Room  maintained  by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C.  20549, and copies of all or any part of the registration
statement  may  be  obtained  from  the  Securities and Exchange Commission upon
payment  of  the  prescribed  fee.  Information  regarding  the operation of the
Public  Reference  Room  may  be obtained by calling the Securities and Exchange
Commission at 1-800-SEC-0330.  We intend to furnish our shareholders with annual
reports  containing  audited  financial  information.

The  Securities  and  Exchange  Commission  maintains  a  web site that contains
reports,  proxy  and  information  statements,  and  other information regarding
registrants  that  file electronically with the SEC.  The address of the site is
www.sec.gov.
-----------




                              FINANCIAL STATEMENTS

                                FONEFRIEND, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                  (UNAUDITED)

BALANCE SHEETS

                              (Amounts in Dollars)

                  ASSETS

                                                     December 31,          September 30,
                                                         2003                  2003
                                                     ------------          ------------
                                                                     

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

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                                 $ (3,016,851)         $ (2,882,091)
                                                     ------------          ------------
TOTAL STOCKHOLDERS' EQUITY                           $    851,058          $    997,318
                                                     ------------          ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $   1,248,107          $  1,300,341
                                                     ------------          ------------





                 See Accompanying Notes to Financial Statements





                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)

                                                            Nine Months Ended
                                                     December 31,          December 31,
                                                         2003                  2002
                                                     ------------          ------------
                                                                     

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)
                                                     ------------          ------------





                 See Accompanying Notes to Financial Statements





                                FONEFRIEND, INC.

                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)


                                                           Three Months Ended
                                                     December 31,          December 31,
                                                         2003                  2002
                                                     ------------          ------------
                                                                     

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)
                                                     ------------          ------------








                 See Accompanying Notes To Financial Statements





                                             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
                                        ------------     ------------     ------------      ------------
                                                                                

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)
                                        ------------     ------------     ------------      ------------







                 See Accompanying Notes To Financial Statements






                                                 FONEFRIEND, INC.

                                         STATEMENTS OF STOCKHOLDERS'EQUITY
                                                (AMOUNTS IN DOLLARS)

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


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










                                                 FONEFRIEND, INC.

                                   STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED

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


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









                                                 FONEFRIEND, INC.

                                   STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED

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


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                                                                           $     881,058
                                     -----------     -------   ----------    -----------    -------------








                 See Accompanying Notes to Financial Statements



                                FONEFRIEND, INC.

                          NOTES TO FINANCIAL STATEMENTS


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.



                              HENRY SCHIFFER, CPA
                           AN ACCOUNTANCY CORPORATION
                            315 S. BEVERLY DR. #211
                            BEVERLY HILLS, CA 90212

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To:  The  Shareholders
     The  Board  of  Directors
     FoneFriend,  Inc.
     Carlsbad,  California

I  have  audited  the accompanying balance sheet of FoneFriend, Inc. as of March
31, 2003 and the related statements of operations, stockholders' equity and cash
flows  for  the  periods ended April 30, 2002 and March 31, 2003. This financial
statement  is  the responsibility of the Company's management. My responsibility
is  to  express  an  opinion  on  this  financial  statement  based on my audit.

I conducted my audit in accordance with generally accepted auditing standards in
the  United  States  of America. Those standards require that I plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation. I believe that my audit provides a reasonable basis for
my  opinion.

In  my opinion, the financial statements referred to above fairly present in all
material  respects,  the  financial  position of FoneFriend, Inc., a development
stage  company, for the dates indicated above and the results of its operations,
stockholders'  equity  and  cash  flows for the respective periods then ended in
conformity with generally accepted accounting principles consistently applied. I
believe  this  to  be  a  "true  and fair" reflection of the company's financial
affairs.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern. As discussed in the Notes to the
financial  statements,  the  Company  has  sustained losses from initial startup
costs  and has a lack of substantial capital that raises doubt about its ability
to  continue  as  a going concern. Management's plans in regard to these matters
are described in Note 6. The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

I  hereby  consent to the use of this opinion letter for inclusion in the filing
of  FoneFriend's  Form  10-KSB  for  the  period  through  March  31,  2003.



/s/  Henry  Schiffer,  CPA
--------------------------
Henry  Schiffer,  CPA
An  Accountancy  Corporation
Beverly  Hills,  California
July  8,  2003





                                FONEFRIEND, INC.

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                    (AUDITED)

                                 BALANCE SHEETS
                              (Amounts in Dollars)


                                                       March 31,             April 30,
                                                         2003                  2002
                                                     ------------          ------------
                                                                     

                        ASSETS

Current  Assets
   Cash  in  banks  and  on  hand                    $     20,221          $    228,010
   Inventory-equipment                               $     16,000          $      6,000
   Stock  subscriptions  receivable                  $         --          $     61,066
   Prepaid  consulting  fees                         $    143,000          $         --
                                                     ------------          ------------

Total  current  assets                               $    179,221          $    295,076
                                                     ------------          ------------
Furniture & equipment, net of depreciation Note 3    $     12,713          $      7,222
                                                     ------------          ------------

Other  Assets
   Non-current prepaid expenses and deposits         $     13,597          $     22,500
   Capitalized development costs                     $    694,863          $  1,329,491
   Technology rights, FoneFriend license             $    300,000          $    350,000
   Notes receivable                                  $         --          $     38,600
   Stock in FoneFriend Systems, Inc.                 $    150,000          $    150,000
   Reorganizational costs, net of
     amortization Note 3                             $        120          $        156
                                                     ------------          ------------

Total  other  assets                                 $  1,158,580          $  1,890,747
                                                     ------------          ------------

TOTAL  ASSETS                                        $  1,350,514          $  2,193,045
                                                     ============          ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts payable                                  $      4,302          $         --
   Payroll taxes payable                             $      5,416          $         --
   Loans from officers and others, current Note 4    $     60,888          $        195
                                                     ------------          ------------
Total  current  liabilities                          $     70,606          $        195
                                                     ------------          ------------

Loans  payable,  non-current  Note  4                $     20,000          $         --
                                                     ------------          ------------
TOTAL  LIABILITIES                                   $     90,606          $        195
                                                     ------------          ------------

Stockholders'  Equity  Notes  5  and  6

   Preferred stock, $.001 par value, authorized
     50,000,000 shares authorized, issued and
     outstanding 820,361  shares                     $        820          $         --
   Common stock, $.001 par value, authorized
     200,000,000 shares, issued and outstanding,
     8,471,000 at March 31, 2003 and 8,956,361
     at April 30, 2002                               $      8,471          $      8,956
   Additional  paid  in  capital                     $  3,741,368          $  3,069,182
   Operating  deficit                                $ (2,490,751)         $   (885,288)
                                                     ------------          ------------

TOTAL  STOCKHOLDERS'  EQUITY                         $  1,259,908          $  2,192,850
                                                     ------------          ------------
TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY       $  1,350,514          $  2,193,045
                                                     ============          ============




                 See Accompanying Notes to Financial Statements








                                FONEFRIEND, INC.


                            STATEMENTS OF OPERATIONS
                              (Amounts in Dollars)

                                                           FOR THE
                                               --------------------------------
                                               11 MONTHS ENDED   YEAR ENDED
                                               MARCH 31, 2003    APRIL 30, 2002
                                               ---------------   --------------
                                                           

Revenue                                        $        --       $        --
                                               ---------------   --------------
Expenses
Advertising                                    $    12,244       $    76,540
Automobile                                     $    13,952       $    16,471
Commissions related to fund raising activity   $    18,889       $        --
Consulting fees                                $   323,422       $   374,088
Depreciation and amortization                  $     3,202       $     1,845
Insurance                                      $     7,886       $     3,562
Legal fees                                     $    49,104       $    21,683
Meals and entertainment                        $     5,603       $     5,211
Office supplies                                $    10,889       $    12,591
Officer/stockholder payments                   $    31,033       $    53,000
Salaries and payroll                           $   100,890       $        --
Postage                                        $     5,568       $    35,125
Accounting and auditing fees                   $    36,065       $     3,795
Rent                                           $    34,947       $   121,191
Telephone                                      $    25,880       $    95,155
Travel                                         $    26,848       $    24,362
Other                                          $    33,934       $    40,669
                                               ---------------   --------------
Total before write-down of capitalized
development cost                               $   740,356       $   885,288

Write down capitalized development cost
to estimated fair value                        $   865,108       $        --
                                               ---------------   --------------

Total expenses                                 $ 1,605,464       $   885,288
                                               ---------------   --------------

Loss from development stage operations         $(1,605,464)      $  (885,288)
                                               ---------------   --------------


                 See Accompanying Notes to Financial Statements









                                FONEFRIEND, INC.

                            STATEMENTS OF CASH FLOWS
                              (Amounts in Dollars)

                                                           FOR THE
                                               --------------------------------
                                               11 MONTHS ENDED   YEAR ENDED
                                               MARCH 31, 2003    APRIL 30, 2002
                                               ---------------   --------------
                                                           


Operating Activities
Loss from development stage operations         $(1,605,464)      $  (885,288)
                                               ---------------   --------------

Adjustments to loss from development
stage operations:
Capitalized development costs                  $  (296,814)      $(1,329,491)
Capitalized organization costs                 $        --       $      (195)
Purchase of furniture and equipment            $    (6,812)      $    (9,028)
Decrease in prepaid cash based
expenses and deposits                          $     8,903       $   (22,500)
Purchase of inventory-equipment                $   (10,000)      $    (6,000)
Increase in accounts payable                   $     4,303       $        --
Stock subscriptions receivable                 $    61,066       $   (61,066)
Depreciation and amortization                  $     3,202       $     1,845
Increase in loans from officers
and others                                     $    80,693       $       195
Write-down of capitalized development
cost to estimated fair value                   $   865,108       $        --
Other                                          $    15,505       $   (38,600)
                                               ---------------   --------------
Net adjustments to loss from
development stage operations                   $   725,154       $(1,464,840)
                                               ---------------   --------------

Net cash provided (used) by development
stage operations                               $  (880,310)      $(2,350,128)
                                               ---------------   --------------

Investing Activities
Purchase of technology license
from FoneFriend Systems, Inc.                  $        --       $  (300,000)
Purchase of FoneFriend Systems, Inc. stock     $        --       $  (150,000)
Payment to Universal Broadband, Inc.           $        --       $   (50,000)
                                               ---------------   --------------
Net cash provided (used) in investing
activities                                     $        --       $  (500,000)
                                               ---------------   --------------

Financing Activities
Preferred stock                                $       820       $        --
Common stock and paid in capital               $   671,701       $ 3,078,138
                                               ---------------   --------------

Net cash provided by financing activities      $   672,521       $ 3,078,138
                                               ---------------   --------------

Net cash increase (decrease) for the period    $  (207,789)      $   228,010

Cash at beginning of period                    $   228,010       $        --
                                               ---------------   --------------

Cash at end of period                          $    20,221       $   228,010
                                               ---------------   --------------







                 See Accompanying Notes to Financial Statements






                                                 FONEFRIEND, INC.

                                         STATEMENTS OF STOCKHOLDERS'EQUITY
                                                (AMOUNTS IN DOLLARS)

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


Common shares

Beginning balance,
April 30, 2002                         8,956,361     $ 8,956   $3,069,182    $  (885,288)   $   2,192,850

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

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

Loss from development stage
Operations to merger date                     --          --           --    $  (480,995)   $    (480,995)

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 consultants and the
Liquidating Trust for creditors:       5,464,000     $ 5,464
                                     -----------     -------   ----------    -----------    -------------









                                                 FONEFRIEND, INC.

                                   STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED

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


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

Issue common shares to consultants,
December 10, 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
                                     -----------     -------   ----------    -----------    -------------

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,
March 31, 2003                                --          --           --             --    $   1,259,908
                                     -----------     -------   ----------    -----------    -------------






                 See Accompanying Notes to Financial Statements





                                FONEFRIEND, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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 2722 Loker Avenue, Suite G, Carlsbad, California
92008.  The  Company's  telephone  number  is:  (760)  607-2330.

The Company is a development stage enterprise and has not generated any revenues
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 less than $10.00 per month. 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  operating  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  audited  financial statements are for March 31, 2003 and April 30,
2002  and  the  respective  eleven  month  and  one  year  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.




                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS Continued

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.

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
                                     March             April
                                   31, 2003          30, 2002
                                   --------          --------

Cost                               $ 15,840          $  9,028
   Less accumulated depreciation   $ (3,127)         $ (1,806)
                                   --------          --------

Net value                          $ 12,713          $  7,222
                                   --------          --------

B.     Organizational  Costs

Cost                               $    195          $    195
   Less accumulated depreciation   $    (75)         $    (39)
                                   --------          --------

Net value                          $    120          $    156
                                   --------          --------

NOTE  4.  NOTES  PAYABLE

The  company  has  borrowed  funds  from certain officers and others in order to
maintain its operations while attempting to raise additional capital through the
issuance  of  shares  under  the  terms  of  a Private Placement Memorandum. The
amounts  and  terms of such borrowings as of March 31, 2003 are presented below:

Due on demand, bearing interest at 6.0% per annum                  $ 60,888
                                                                   --------

Due April 1, 2005, bearing interest at 8.0% per annum              $ 20,000
                                                                   --------




                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS Continued

NOTE  5.  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. ("UBNT") in a
tax-free  reorganization  pursuant  to  IRC  368  (the "Merger"). The Merger was
effectuated  as  a "C" type reorganization whereby UBNT issued stock in exchange
for  all  of the assets FoneFriend, Inc. of Nevada, after which that corporation
was  dissolved.  UBNT  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  United  States  Bankruptcy court (the "Plan"), the Merger was
accomplished  as  follows:

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

2.   UBNT  issued  2,200,000  shares  of  newly created common stock in favor of
     FoneFriend,  Inc.  (Nevada  corporation) in exchange for all of FoneFriend,
     Inc.'s  assets  and  115,750  of  newly  created common stock in favor of a
     Liquidating  Trust  for  the  benefit of UBNT's creditors. As a result, the
     merged entity had a total of 2,315,750 shares of 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), controlled 5% of the
     then  issued  and  outstanding  shares.

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.

Immediately  subsequent  to  the  Merger, the Company authorized the issuance of
820,361  shares  of  an  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.




                                FONEFRIEND, INC.

                    NOTES TO FINANCIAL STATEMENTS Continued

5.   The  Company  then  issued  4,600,000  shares  of  common  stock to various
     management  personnel  and  consultants  in  order  to hire or retain their
     services.  The Company also issued 423,000 shares of common stock to Dennis
     H.  Johnston,  Esq.  and  options  to  acquire  a  like number of shares as
     compensation  for  his  services  in connection with the Merger and for his
     continued  serves  for  acting  as  a  director and officer of the Company.
     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.

NOTE  6.  MANAGEMENT'S  PLANS  FOR  RAISING  ADDITIONAL  CAPITAL

As  described  in  Note  1  hereinabove,  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 $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,  well  in  excess  of  the  traditional  telecommunications  industry.

Management  is  presently  in  the  process  of  finalizing  a Private Placement
Memorandum  for distribution to qualified investors in an attempt to raise up to
$5,000,000  in  additional  capital  in  order  to effectuate its business plan.


                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The accounting firm of Henry Schiffer, CPA, audited our financial statements.
We have had no changes in or disagreements with our accountants.





                                                    
========================================               ====================================

Until _____________, 2004 (40 days after
the  date  of  this  prospectus),  all
dealers  that  effect  transactions  in
these  securities,  whether  or  not
participating  in  this offering, may be
required  to  deliver a prospectus. This
is  in  addition  to  the  dealers'
obligation  to deliver a prospectus when
acting  as underwriters and with respect
to  their  unsold  allotments  or
subscriptions.

--------------------------------
TABLE OF CONTENTS                                                  FONEFRIEND, INC.
--------------------------------
Prospectus Summary
Risk Factors
Use of Proceeds
Determination of Offering Price
Dilution                                                           17,950,000 SHARES
Capitalization                                                     COMMON STOCK
Dividend Policy                                                    $.001 PAR VALUE
Organization Within Last Five Years
Management's Discussion and Analysis
Description of Business
Description of Property
Management
Director and Officer Liability; Indemnification

Executive Compensation                                             ----------------
Related Party Transactions                                            PROSPECTUS
Market for Our Common Equity                                       ----------------
Security Ownership
Selling Security Holders
Description of Securities
Plan of Distribution
Legal Proceedings
Legal Matters
Experts
Additional Information
Financial Statements
Changes In and Disagreements with Accountants                       MARCH 29, 2004


NO  DEALER,  SALESPERSON OR OTHER PERSON
HAS  BEEN  AUTHORIZED  TO  GIVE  ANY
INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER  THAN  THOSE
CONTAINED  IN  THIS  PROSPECTUS  AND, IF
GIVEN  OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY FONEFRIEND,
INC..  THIS  PROSPECTUS  DOES NOT
CONSTITUTE  AN  OFFER  TO  SELL  OR  A
SOLICITATION  OF  AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY TO WHOM IT
IS  UNLAWFUL  TO  MAKE SUCH OFFER IN ANY
JURISDICTION.  NEITHER  THE  DELIVERY OF
THIS  PROSPECTUS  NOR  ANY  SALE  MADE
HEREUNDER  SHALL,  UNDER  ANY
CIRCUMSTANCES,  CREATE  ANY  IMPLICATION
THAT  INFORMATION  CONTAINED  HEREIN  IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE  HEREOF  OR  THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE FONEFRIEND,
INC.  SINCE  SUCH  DATE.
========================================               ====================================




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

                  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


The  following  table  sets forth all expenses, payable by us in connection with
the  sale of common stock being registered. All amounts are estimates except for
the  Registration  Fee.

          Registration  fee                       $     386.63
          Legal Fees and Expenses                 $  20,000.00
          Accounting fees and expenses            $   2,500.00
          Miscellaneous expenses                  $   2,113.37
                                                  ------------
             Total                                $  25,000.00


                    RECENT SALES OF UNREGISTERED SECURITIES

On  November  20,  2002,  we  issued  4,600,000 shares for cash consideration of
$4,600 to two executive officers and a consultant. These shares were acquired by
the individuals in connection with their agreements to provide personal services
to  the  Company.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

On  November 20, 2002, we issued 423,000 shares to Dennis Johnston, our Director
and  Secretary, as consideration for his services in connection with the merger.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

On  November  20,  2002,  pursuant to the terms of a statutory merger, we issued
2,200,000  shares  of  common  stock and 820,361 shares of preferred stock (each
share  of  which  was convertible into one share of common stock) to FoneFriend,
Inc.,  a  Nevada  corporation,  in  exchange  for  all of its assets. The Nevada
corporation  then  distributed  these  shares, on a pro-rata basis, to about 300
shareholders.  The Nevada corporation was then liquidated. Also, pursuant to the
merger,  we  issued  423,000 shares of common stock to the Liquidating Trust for
the  benefit  of  creditors  of  Universal  Broadband Networks, Inc., a Delaware
corporation  of  which  we  are  the  successor.

Pursuant  to U.S. Bankruptcy Code Section 1155(a), the shares of common stock we
issued in connection with the bankruptcy have been ordered exempt from Section 5
of  the Securities Act of 1933 and any State or local law requiring registration
for  the  offer  or sale of a security or registration or licensing of an issuer
of, underwriter of, or broker or dealer in, a security.  In addition, all of the
shares  were  issued to "accredited investors" within the meaning of Rule 501 of
the  Securities Act of 1933, and the issuance met the other requirements of, and
therefore  qualifies as, an exempt private placement pursuant to Rule 506 of the
Securities  Act  of  1933.

In  July,  2003,  we issued 60,000 shares of common stock to an option holder of
our  predecessor  company  to  settle  litigation.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

In  December,  2003,  we issued 70,000 shares of common stock to a consultant in
exchange  for  personal  services  provided  to  the  Company which we valued at
$3,500.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  imposed  on  the  securities  acquired.

In  January,  2004,  we  issued  1,000,000  shares  of  common  stock  for  cash
consideration  of  $1,000 to our President, Jackelyn Giroux, to cure a breach of
her  employment  agreement.  In  addition, in January, 2004, we issued 3,000,000
shares  of  common  stock  for  cash consideration of $3,000 to our Chairman and
consultant,  Gary  Rasmussen,  to  cure  a  breach  of his consulting agreement.

The  Company  believes  that  the  issuance  of  these  shares  was  exempt from
registration  under  the Securities Act by reason of Section 4(2) thereof and/or
Regulation  D under the Securities Act as a non-public sale of securities due to
the  absence  of a general solicitation, the general nature and circumstances of
the  sale,  including the qualifications of the purchasers, and the restrictions
on  resales  of  the  securities  acquired.

In  January,  2004,  we  issued a total of 2,443,083 shares of common stock as a
special  dividend  on  our  Series  A  Convertible Preferred stock. Further, the
preferred  stock  was  converted  into  814,361  shares  of  common  stock.

The  Company  believes  that  the  special  dividend on our Series A Convertible
Preferred stock was exempt from registration by reason of the provisions of Rule
144  under the Securities Act.  In addition, the Company believes the conversion
of  preferred  stock  into  common  stock was exempt from registration under the
Securities  Act  by reason of Section 4(2) thereof and/or Regulation D under the
Securities  Act  as  a  non-public  sale  of  securities due to the absence of a
general  solicitation,  the  general  nature  and  circumstances  of  the  sale,
including  the qualifications of the purchasers, and the restrictions on resales
of  the  securities  acquired.

In  January,  2004, we also issued 12,500 shares to Dutchess Advisors, LLC., for
legal  services rendered in connection with the financing agreement entered into
with  Dutchess.

In  January, 2004, we also issued 150,000 shares to Danzig, Ltd., for consulting
services  to  be  rendered  to  us  in  connection  with  finding  financing and
implementing  financial  strategies  and  planning.

In  January,  2004,  we also issued 250,000 shares to Greentree Financial Group,
Inc.  for  professional  services  to  be rendered to us in connection with this
offering,  the  preparation  of  a  registration  statement, review of quarterly
reports,  edgarizing of all filings with the Commission and general consultation
on  securities  matters.

In  January,  2004,  we  also issued 900,000 shares to RR Inv Holdings, Inc. for
services  to  be  rendered  to  us  in  connection  with our securities markets,
research  reports,  investor  relations  and  public  relations.

In  January,  2004,  we  also  issued  350,000  shares  to  The  Bulletin  Board
Productions,  LLC  for marketing and media production services to be rendered to
us  in  connection  with  creating  television  commercials  and  purchasing  of
air-time.

In  January,  2004,  we  also  issued  300,000  shares  to  Lothar Elsaessar for
consulting  services  to  be  performed  for us in Europe relating to marketing.

In  January,  2004,  we  also  issued  300,000  shares to Hans Georg Huetter for
consulting  services  to  be  performed  for  us  in Europe relating to business
development.

In  January, 2004, we also issued 170,000 shares to Winston Johnson for services
performed  as  our technology consultant for the 3-month period from November 1,
2003  through  January  31,  2004.

The  Company believes that all of the above-listed issuances in January, 2004 of
shares of common stock were exempt from registration under the Securities Act by
reason of Section 4(2) thereof and/or Regulation D under the Securities Act as a
non-public  sale of securities due to the absence of a general solicitation, the
general  nature  and  circumstances of the sale, including the qualifications of
the  purchasers,  and  the  restrictions  on resales of the securities acquired.

Sales  of  Unregistered  Securities  by  Predecessor  Company

From  May, 2001, through May, 2002, the Company's predecessor, FoneFriend, Inc.,
a Nevada corporation, conducted a limited, private offering of its common stock,
intended  to comply with Rule 506 of Regulation D, to accredited investors only.
No sales were made to any non-accredited investors. This offering raised a total
of  $3,439,945 in gross proceeds from the sale of 687,989 shares of common stock
to  approximately  280  investors.  The  Company  believes that the offering was
exempt  from  registration  under  the  Securities Act as these prior sales were
conducted  in reliance upon exemptions set forth under Sections 3(B), 4(2), 4(6)
and  Regulation  D  of the Securities Act as an exempt sale of securities due to
the  general  nature and circumstances of the sale, including the qualifications
of  the  purchasers, and the restrictions on resales of the securities acquired.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors, officers and controlling persons of the Registrant
pursuant  to  the DGCL or the Company's Certificate of Incorporation or By-Laws,
or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.

In  the  event  that a claim for indemnification against such liabilities (other
than  the  payment by the Registrant of expenses incurred or paid by a director,
officer  or  controlling  person of the Company in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                  EXHIBIT INDEX


Exhibit No.    Description of Exhibit
2.1            Amended  And  Restated  Agreement And Plan of Merger, dated as of
---            June 12, 2002, by and among Universal Broadband Networks, Inc., a
               Delaware  corporation  and  FoneFriend, Inc. a Nevada corporation
               (incorporated  herein  by  reference from Exhibit 2.1 of our Form
               8-K  dated  November  21,  2002  and  filed  December  5,  2002)

2.2            Certificate of Merger of FoneFriend, Inc. with and into Universal
---            Broadband,  Inc.  pursuant  to  Section  252  of  the  General
               Corporations  Law  of the State of Delaware, dated as of November
               20,  2002  (incorporated  herein by reference from Exhibit 2.2 of
               our  Form 8-K dated November 21, 2002 and filed December 5, 2002)

2.3            Articles  of  Merger  Of FoneFriend, Inc. and Universal Broadband
---            Networks,  Inc.  pursuant to the provisions of Chapter 92A of the
               Nevada  Revised  Statutes,  dated  as  of  November  19,  2002
               (incorporated  herein  by  reference from Exhibit 2.3 of our Form
               8-K  dated  November  21,  2002  and  filed  December  5,  2002)

2.4            FoneFriend  Restated  Certificate  of  Incorporation  dated as of
---            November  20, 2002 (incorporated herein by reference from Exhibit
               2.4 of our Form 8-K dated November 21, 2002 and filed December 5,
               2002)

2.5            Universal  Broadband  Networks,  Inc.'s  Fourth  Amended  Plan of
---            Reorganization dated as of June 13, 2002. (incorporated herein by
               reference  from  Exhibit 2.5 of our Form 8-K/A dated November 21,
               2002  and  filed  December  24,  2002)

2.6            Order  confirming  Universal  Broadband  Networks,  Inc.'s Fourth
---            Amended  Plan  of Reorganization entered as of September 18, 2002
               by  the  U.S.  Bankruptcy  for  the  Court  Central  District  of
               California. (incorporated herein by reference from Exhibit 2.6 of
               our  Form  8-K/A  dated  November 21, 2002 and filed December 24,
               2002)

3.1            FoneFriend  Restated  Certificate  of  Incorporation  dated as of
---            November  20, 2002 (incorporated herein by reference from Exhibit
               2.4 of our Form 8-K dated November 21, 2002 and filed December 5,
               2002)

3.2            Bylaws of FoneFriend, Inc. **
---

4.1            Specimen Stock Certificate of FoneFriend, Inc. **
---

5.1            Opinion of Law Offices of Harold H. Martin, P.A. **
---

10.1           2002 Non-Employee Director And Consultant Retainer Stock Plan And
----           Employee  Stock  Incentive Plan (incorporated herein by reference
               from  Form  S-8,  filed  on  December  27,  2002)

10.2           Employment  Agreement  executed  by  the  Registrant and Jackelyn
----           Giroux  (incorporated herein by reference from Form 10-KSB, filed
               on  July  16,  2003)

10.3           Consulting  Agreement  executed  by  the  Registrant  and Gary A.
----           Rasmussen  (incorporated  herein  by  reference from Form 10-KSB,
               filed  on  July  16,  2003)

10.4           Indemnification Agreement executed by the Registrant and Jackelyn
----           Giroux  (incorporated herein by reference from Form 10-KSB, filed
               on  July  16,  2003)

10.5           Indemnification  Agreement  executed by the Registrant and Edward
----           N.  Jones  (incorporated  herein  by  reference from Form 10-KSB,
               filed  on  July  16,  2003)

10.6           Indemnification  Agreement  executed by the Registrant and Dennis
----           H.  Johnston  (incorporated herein by reference from Form 10-KSB,
               filed  on  July  16,  2003)

10.7           Indemnification  Agreement executed by the Registrant and Gary A.
----           Rasmussen  (incorporated  herein  by  reference from Form 10-KSB,
               filed  on  July  16,  2003)

10.8           Indemnification Agreement executed by the Registrant and Francois
----           Van  Der  Hoeven.  (incorporated  herein  by  reference from Form
               10-KSB,  filed  on  July  16,  2003)

10.9           Technology  License  Agreement  executed  by  the  Registrant and
----           FoneFriend  Systems,  Inc. (incorporated herein by reference from
               Form  10-KSB,  filed  on  July  16,  2003)

10.10          Investment  Agreement  by  and  between  Registrant  and Dutchess
-----          Private  Equities  Fund,  L.P.  (incorporated  by  reference from
               Exhibit  10.10  to  the  Registrant's  Current Report on Form 8-K
               filed  with  the  Commission  on  February  27,  2004).

10.11          Registration  Rights  Agreement  by  and  between  Registrant and
-----          Dutchess  Private  Equities Fund, L.P. (incorporated by reference
               from Exhibit 10.11 to the Registrant's Current Report on Form 8-K
               filed  with  the  Commission  on  February  27,  2004).

10.12          Placement  Agent Agreement between Registrant, Charleston Capital
-----          Corporation  and  Dutchess  Private  Equities  Fund,  L.P.
               (incorporated by reference from Exhibit 10.12 to the Registrant's
               Current  Report on Form 8-K filed with the Commission on February
               27,  2004).

10.13          15%  Convertible  Debentures,  Warrants  and  Registration Rights
-----          Agreement  by  and  between Registrant and Compass Capital Group,
               Inc.  **

10.14          Consulting  Agreement  between  Registrant  and  Danzig,  Ltd. **
-----

10.15          Consulting  Services  Agreement  between Registrant and Greentree
-----          Financial  Group,  Inc.  **

10.16          Consulting Agreement between Registrant and RR Inv Holdings, Inc.
-----          **

10.17          Media  Production  Agreement  between Registrant and The Bulletin
-----          Board  Productions,  LLC.  **

10.18          Consulting  Agreement  between  Registrant  and  Dr.  Hans  Georg
-----          Huetter.  **

10.19          Consulting  Agreement between Registrant and Lothar Elsaessar. **
-----

10.20          Consulting  Agreement  between Registrant and Winston Johnson. **
-----

10.21          Services Agreement between Registrant and Winsonic Holdings, Ltd.
-----          **

10.22          Consulting  Agreement  between  Registrant  and  Dr.  Vaziri.  **
-----

17.1           Resignation  of Director (Francois Van Der Hoeven). (incorporated
----           herein  by  reference from Form 10-QSB, filed on August 19, 2003)

23.1           Consent  of  Law  Offices  of Harold H. Martin, P.A. (included in
----           Item  No.  5.1  above)

23.2          Consent  of  Accountants  -  Henry  Schiffer,  CPA.  **
----


**   Filed herewith

                                  UNDERTAKINGS

(a)  The  undersigned  Registrant  hereby  undertakes:

1.   To  file,  during  any  period  in  which  it offers or sells securities, a
     post-effective  amendment  to  this  registration  statement  to:

     a.   Include  any prospectus required by Section 10(a)(3) of the securities
          Act  of  1933;
     b.   Reflect  in  the prospectus any facts or events which, individually or
          together,  represent  a  fundamental  change in the information in the
          registration  statement;  and  notwithstanding  the  foregoing,  any
          increase  or  decrease  in  volume of securities offered (if the total
          dollar  value  of  securities  offered would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may  be  reflected in the form of
          prospectus  filed  with  the Commission pursuant to Rule 424(b) if, in
          the  aggregate,  the changes in the volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the  "Calculation  of  Registration  Fee"  table  in  the  effective
          registration  statement.
     c.   Include  any additional or changed material information on the plan of
          distribution.

2.   That,  for determining liability under the Securities Act of 1933, to treat
     each  post-effective  amendment  as  a  new  registration  statement of the
     securities  offered,  and the offering of the securities at that time to be
     the  initial  bona  fide  offering.

3.   To  file  a post-effective amendment to remove from registration any of the
     securities  that  remain  unsold  at  the  end  of  the  offering.

4.   Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the  Registrant  pursuant  to  the  foregoing provisions, or otherwise, the
     Registrant  has  been  advised  that  in  the opinion of the Securities and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed  in  the  Act  and  is,  therefore,  unenforceable.

5.   In  the  event  that  a claim for indemnification against such liabilities,
     other than the payment by the Registrant of expenses incurred and paid by a
     director, officer or controlling person of the Registrant in the successful
     defense  of  any  action, suit or proceeding, is asserted by such director,
     officer  or  controlling  person  in  connection  with the securities being
     registered  hereby,  the  Registrant  will,  unless  in  the opinion of its
     counsel  the  matter has been settled by controlling precedent, submit to a
     court of appropriate jurisdiction the question whether such indemnification
     by  it  is against public policy as expressed in the Securities Act of 1933
     and  will  be  governed  by  the  final  adjudication  of  such  issue.


                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act  of  1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  of  filing  of  Form  SB-2  and  authorized this registration
statement  to  be  signed  on  its behalf by the undersigned, in the City of Van
Nuys,  California  on  March  29,  2004.


                                        FONEFRIEND,  INC.


                                   By:  /s/  Jackelyn  Giroux
                                        ---------------------
                                        Jackelyn  Giroux
                                        President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated:

       Name                            Title                       Date
       ----


/s/ Dennis H. Johnston          Secretary, Director            March 29, 2004
----------------------


/s/ Edward N. Jones             Chief Financial Officer        March 29, 2004
-------------------


/s/ Virginia Perfili            Director                       March 29, 2004
--------------------


/s/ Gary A. Rasmussen           Chairman, Director             March 29, 2004
---------------------