AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  APRIL  8,  2004
                                                REGISTRATION NO. _______________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                FONEFRIEND, INC.
                                ----------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                         33-0611753
              --------                                         ----------
   (State  or  other  jurisdiction  of                       (IRS  Employer
     incorporation  or  organization)                      Identification  No.)

                          14545 Friar Street, Suite 103
                          -----------------------------
                           Van Nuys, California 91411
          (Address of Principal Executive Offices, including ZIP Code)


                   2004 Non-Qualified Stock Compensation Plan
                            (Full title of the plan)

                            The Company Corporation
                            -----------------------
                        2711 Centerville Road, Suite 400
                              Wilmington, DE 19808
                    (Name and address of agent for service)

                                 (800) 818-0204
                                 --------------
          (Telephone number, including area code, of agent for service)

                             Harold H. Martin, Esq.
                      Law Offices Of Harold H. Martin, P.A.
                         17111 Kenton Drive, Suite 204B
                        Cornelius, North Carolina 28031
                        --------------------------------
                            (All Communications To)






                        CALCULATION OF REGISTRATION FEE


TITLE OF                           PROPOSED       PROPOSED
SECURITIES         AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE          PRICE(1)
----------      ----------------   ---------      ---------     ------------
                                                    


$.001 par value
common stock           4,000,000   $ .14 (1)      $ 560,000        $ 70.95

$.001 par value        2,000,000   $ .14 (1)      $ 280,000        $ 35.48
common stock
underlying stock
options

TOTALS                 6,000,000                  $ 840,000        $106.43




(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average of the high and low prices reported on the OTC Bulletin Board as of
     April  5,  2004.


                                   PROSPECTUS

                                FoneFriend, Inc.

                        6,000,000 Shares of Common Stock

     This  prospectus  relates  to  the  offer  and  sale by FoneFriend, Inc., a
Delaware  corporation,  of  6,000,000  shares  of  its $.001 par value per share
common  stock to employees, directors, officers, consultants, advisors and other
persons  associated  with  FoneFriend,  Inc.  pursuant to the 2004 Non-Qualified
Stock  Compensation  Plan  (the  "Stock  Plan").  Pursuant  to  the  Stock Plan,
FoneFriend,  Inc.  is  registering  hereunder  and then issuing, upon receipt of
adequate consideration therefore, 4,000,000 shares of common stock and 2,000,000
options  to  purchase  shares  of  common  stock,  for  a total registration and
issuance  of  6,000,000  shares  of  common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of FoneFriend, Inc.
within  the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or
part  of  the  shares  in  any  way  permitted  by  law,  including sales in the
over-the-counter  market  at  prices  prevailing  at  the  time  of  such  sale.
Approximately  75%  of  the common stock and options will be offered for sale to
"affiliates"  of  FoneFriend,  Inc.  An  affiliate  is  summarily, any director,
executive  officer  or controlling shareholder of FoneFriend, Inc. or any one of
its  subsidiaries.  An  "affiliate"  of  FoneFriend,  Inc. is subject to Section
16(b)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The  common  stock  is traded on the OTC Bulletin Board under the symbol "FFRD."


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



The  date  of  this  prospectus  is  April  8,  2004


     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of  any contract or other documents filed as an exhibit to either
the  registration  statement  or  other  filings  by  FoneFriend,  Inc. with the
Commission  are  qualified  in  their  entirety  by  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests should be addressed to:  FoneFriend, Inc.,
14545  Friar Street, Suite 103, Van Nuys, California  91411.  FoneFriend, Inc.'s
telephone  number  is  (818)  376-1616.

     FoneFriend, Inc. is subject to the reporting requirements of the Securities
Exchange  Act  of  1934  (the  "Exchange Act") and in accordance therewith files
reports  and  other  information with the Commission.  These reports, as well as
the  proxy  statements and other information filed by FoneFriend, Inc. under the
Exchange  Act  may  be  inspected  and copied at the public reference facilities
maintained  by  the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
In  addition,  the  Commission maintains a World Wide Website on the Internet at
http://www.sec.gov  that  contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by  FoneFriend,  Inc.  This  prospectus does not constitute an
offer  or  a solicitation by anyone in any state in which such is not authorized
or  in which the person making such is not qualified or to any person to whom it
is  unlawful  to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in  the  affairs  of  FoneFriend,  Inc.  since  the  date  hereof.






                                TABLE OF CONTENTS

                                                                          

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item  2.  Registrant Information and Employee Plan Annual Information          9

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                       10

Item  3.  Incorporation  of  Documents  by  Reference                         10

Item  4.  Description  of  Securities                                         10

Item  5.  Interests  of  Named  Experts  and  Counsel                         10

Item  6.  Indemnification  of  Officers,  Directors, Employees and Agents     11

Item  7.  Exemption  from  Registration  Claimed                              11

Item  8.  Exhibits                                                            11

Item  9.  Undertakings                                                        12

SIGNATURES                                                                    14

EXHIBIT  INDEX                                                                15





PART  1

                    INFORMATION REQUIRED IN THE SECTION 10(A)

                                   PROSPECTUS

ITEM  1.  THE  PLAN  INFORMATION.

THE  COMPANY

     FoneFriend, Inc. has its principal executive offices at 14545 Friar Street,
Suite  103, Van Nuys, California  91411.  FoneFriend, Inc.'s telephone number is
(818)  376-1616.

PURPOSE

     FoneFriend,  Inc.  will  issue common stock and award options to employees,
directors,  officers,  consultants,  advisors  and other persons associated with
FoneFriend,  Inc.  pursuant  to  the  Stock Plan, which has been approved by the
Board  of  Directors of FoneFriend, Inc. The Stock Plan is intended to provide a
method whereby FoneFriend, Inc. may be stimulated by the personal involvement of
its  employees,  directors, officers, consultants, advisors and other persons in
FoneFriend,  Inc.'s  business  and  future  prosperity,  thereby  advancing  the
interests  of FoneFriend, Inc. and all of its shareholders.  A copy of the Stock
Plan  has  been  filed  as  an  exhibit  to  this  registration  statement.

COMMON  STOCK  AND  OPTIONS

     The  Board  has  authorized  the issuance of 4,000,000 shares of the common
stock  and  2,000,000  options  to  purchase the common stock at the fair market
value  thereof  to  certain of the above-mentioned persons upon effectiveness of
this  registration  statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients  of shares of common stock will become the record and beneficial
owner  of the shares of common stock upon issuance and delivery and are entitled
to  all  of  the  rights  of  ownership,  including the right to vote any shares
awarded  and to receive ordinary cash dividends on the common stock.  Recipients
of  options will become the record and beneficial owner of said options and have
the  right  to exercise them at a price equal to the fair market value per share
of  the  underlying  shares  of  common  stock and receive such shares of common
stock.

TAX  TREATMENT  TO  THE  RECIPIENTS

     The  common stock and options are not qualified under Section 401(a) of the
Internal  Revenue  Code.  A  recipient,  therefore, will be required for federal
income  tax  purposes  to  recognize  compensation  during  the  taxable year of
issuance  unless  the  shares  and  options are subject to a substantial risk of
forfeiture.  Accordingly,  absent  a  specific  contractual  provision  to  the
contrary,  the  recipient  will  receive  compensation taxable at ordinary rates
equal  to  the  fair  market  value of the shares and the options on the date of
receipt  since  there  will  be  no  substantial  risk  of  forfeiture  or other
restrictions on transfer. Each recipient is urged to consult his tax advisors on
this  matter.

TAX  TREATMENT  TO  THE  COMPANY

     The amount of income recognized by a recipient hereunder in accordance with
the  foregoing  discussion  will be a tax deductible expense by FoneFriend, Inc.
for  federal  income tax purposes in the taxable year of FoneFriend, Inc. during
which  the  recipient  recognizes  income.

RESTRICTIONS  ON  RESALE

     In  the  event  that  an  affiliate  of FoneFriend, Inc. acquires shares of
common  stock  or  options  hereunder,  the affiliate will be subject to Section
16(b)  of  the Exchange Act.  Further, in the event that any affiliate acquiring
shares  hereunder has sold or sells any shares of common stock in the six months
preceding  or following the receipt of shares hereunder, any so called "profit",
as  computed  under  Section  16(b) of the Exchange Act, would be required to be
disgorged  from  the  recipient to FoneFriend, Inc.  Services rendered have been
recognized  as  valid  consideration  for the "purchase" of shares in connection
with  the  "profit"  computation  under  Section  16(b)  of  the  Exchange  Act.
FoneFriend,  Inc.  has  agreed  that for the purpose of any "profit" computation
under Section 16(b), the price paid for the common stock issued to affiliates is
equal  to  the  value  of  services  rendered.  Shares  of common stock acquired
hereunder  by  persons other than affiliates are not subject to Section 16(b) of
the  Exchange  Act.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     A  copy  of  any document or part thereof incorporated by reference in this
registration  statement  but  not delivered with this prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge upon written or oral request.  Requests should be
addressed  to:  FoneFriend,  Inc.,  14545  Friar  Street,  Suite  103, Van Nuys,
California  91411.  The  telephone  number  is  (818)  376-1616.


PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission") by FoneFriend, Inc., a Delaware corporation (the "Company"),
are  incorporated  herein  by  reference:

a.   The  Company's latest Annual Report on Form 10-KSB for the year ended March
     31,  2003,  filed  with  the  Securities  and  Exchange  Commission;

b.   The  reports of the Company filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
     fiscal  year  ended  March  31,  2003;  and

c.   All  other  documents  filed  by  the  Company  after  the  date  of  this
     registration  statement  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act, prior to the filing of a post-effective amendment to this
     registration  statement  which  de-registers  all securities then remaining
     unsold,  shall  be  deemed  to  be  incorporated  by  reference  in  this
     registration statement and to be a part hereof from the date of filing such
     documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  financial statements of FoneFriend, Inc. are incorporated by reference
in  this  prospectus  as  of and for the year ended March 31, 2003 and have been
audited  by  Henry Schiffer, C.P.A., independent certified public accountant, as
set forth in their report incorporated herein by reference, and are incorporated
herein  in  reliance  upon the authority of said firm as experts in auditing and
accounting.

     The  Law  Offices  of Harold H. Martin, P.A. has rendered an opinion on the
validity  of  the  securities  being registered.  Neither Mr. Martin nor The Law
Offices  of  Harold  H.  Martin,  P.A.  is  an  affiliate  of  FoneFriend,  Inc.

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS.

     Under  Delaware  law,  a corporation may indemnify its officers, directors,
employees  and  agents under certain circumstances, including indemnification of
such  persons  against  liability  under the Securities Act of 1933, as amended.
Those  circumstances include that an officer, director, employee or agent may be
indemnified  if  the  person  acted in good faith and in a manner that he or she
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 or her conduct was unlawful.  A true and correct
copy  of  Section 145 of Chapter 1 of the Delaware General Corporation Law, that
addresses  indemnification  of  officers,  directors,  employees  and  agents is
attached  hereto  as  Exhibit  99.1.

     Article  V  of  the  Articles of Incorporation of FoneFriend, Inc. provides
that  the  corporation  shall  indemnify its directors, officers, employees, and
agents  to  the  fullest  extent  permitted  by  law.

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

     The  effect  of  indemnification  may be to limit the rights of FoneFriend,
Inc.  and  its stockholders (through stockholders' derivative suits on behalf of
FoneFriend,  Inc.)  to  recover monetary damages and expenses against a director
for  breach  of  fiduciary  duty.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ItEM  8.  EXHIBITS.

(a)  The  following  exhibits  are  filed as part of this registration statement
     pursuant  to  Item  601  of  the  Regulation  S-K  and  are  specifically
     incorporated  herein  by  reference:

Exhibit  No.     Title
------------     -----

5.1              Legal opinion of The Law Offices of Harold H. Martin, P.A.

10.1             2004 Non-Qualified Stock Compensation Plan

23.1             Consent of The Law Offices of Harold H. Martin, P.A.

23.2             Consent of Henry Schiffer, C.P.A.

99.1             Section 145 of Chapter 1 of the Delaware General Corporation
                 Law addressing  indemnification.


ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
     post-effective  amendment  to  this  registration  statement  to:

     (I)  include  any prospectus required by Section 10(a)(3) of the Securities
          Act;

     (II) reflect  in  the  prospectus  any  facts  or  events arising after the
          effective  date  of  the  registration  statement  (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate,  represents  a  fundamental  change  in the information set
          forth  in  the  registration  statement;

     (iii)  include  any  material  information  with  respect  to  the  plan of
          distribution  not  previously disclosed in this registration statement
          or  any  material  change  to  such  information  in this registration
          statement. Provided, however, that paragraphs (1)(i) and (1)(ii) shall
          not  apply  if  the  information  required  to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed  by  the  registrant  pursuant to section 13 or section
          15(d)  of the Securities Exchange Act of 1934 that are incorporated by
          reference  in  the  registration  statement.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
     Securities  Act, each such post-effective amendment shall be deemed to be a
     new  registration statement relating to the securities offered therein, and
     the  offering of such securities offered at that time shall be deemed to be
     the  initial  bona  fide  offering  thereof.

(3)  To  remove  from registration by means of a post-effective amendment any of
     the  securities  being registered which remain unsold at the termination of
     the  offering.

(4)  To  deliver or cause to be delivered with the prospectus, to each person to
     whom  the prospectus is sent or given, the latest annual report to security
     holders  that  is incorporated by reference in the prospectus and furnished
     pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set  forth  in the prospectus, to deliver, or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such  interim  financial  information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may  be  permitted  to  directors,  officers  and  controlling  persons  of
     registrant  pursuant  to the foregoing provisions, or otherwise, 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  registrant  of  expenses  incurred  or  paid  by a director, officer or
     controlling  person  of 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, 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 is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.



SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Van  Nuys, State of California, on April 6, 2004.


                         FoneFriend,  Inc.
                         (Registrant)

                         /s/  Jackelyn  Giroux
                         ---------------------
                         Jackelyn  Giroux
                         President  &  CEO


                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and  appoints  Jackelyn Giroux as his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to  this registration statement, and to file the same, with exhibits thereto and
other  documents  in  connection  herewith,  with  the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent,  full power and
authority to do and perform each and every act and thing requisite and necessary
to  be done, as fully to all intents and purposes as he or she might or could do
in  person,  hereby  ratifying and confirming all that said attorney-in-fact and
agent,  or  her  substitute or substitutes, may do or cause to be done by virtue
hereof.

     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  dates  indicated.


         SIGNATURE                          TITLE                     DATE
         ---------                          -----                     ----

Principal Executive Officer:


/s/  JACKELYN  GIROUX                President, Chief Executive    April 6, 2004
---------------------                Officer and a Director
Jackelyn  Giroux


Principal Financial Officer
and Principal Accounting
Officer:


/s/  EDWARD  N.  JONES               Chief Financial Officer       April 6, 2004
----------------------
Edward  N.  Jones


Additional  Directors:


/s/  GARY  A.  RASMUSSEN             Chairman of the Board,        April 6, 2004
------------------------             Director
Gary  A.  Rasmussen


/s/  DENNIS H. JOHNSTON              Secretary, Director           April 6, 2004
-----------------------
Dennis  H.  Johnston


/s/  VIRGINIA  PERFILI               Director                      April 6, 2004
----------------------
Virginia  Perfili


INDEX  TO  EXHIBITS

Exhibit  No.     Title
------------     -----

5.1              Legal opinion of The Law Offices of Harold H. Martin, P.A.

10.1             2004 Non-Qualified Stock Compensation Plan

23.1             Consent of The Law Offices of Harold H. Martin, P.A.

23.2             Consent of Henry Schiffer, C.P.A.

99.1             Section 145 of Chapter 1 of the Delaware General Corporation
                 Law addressing  indemnification.