UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of Earliest Event Reported): May 26, 2004

                                FONEFRIEND, INC.

             (Exact name of Registrant as specified in its charter)



    Delaware                       0-24408                  33-0611753
(State or other            (Commission File Number)      (I.R.S. Employer
jurisdiction of                                          Identification No.)
incorporation)

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

Registrant's telephone number, including area code:  (818) 376-1616


This  Current  Report  on  Form  8-K  is  filed  by FoneFriend, Inc., a Delaware
corporation (the "Registrant"), in connection with the matters described herein.




ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

On  May  25,  2004,  the  Board  of  Directors of the Registrant dismissed Henry
Schiffer,  C.P.A.,  an  accountancy corporation, as the Registrant's independent
accountants  and  appointed  the  firm  of  Kabani  & Company, Inc., to serve as
independent  public  accountants  of  the  Registrant for the fiscal year ending
March  31,  2004.

Henry  Schiffer's  report  on the Registrant's consolidated financial statements
for the fiscal years ended March 31, 2003 and April 30, 2002, did not contain an
adverse  opinion  or  disclaimer  of opinion, or was modified as to uncertainty,
audit  scope or accounting principles; however, they were modified to include an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Registrant's  ability  to  continue  as  a  going  concern.

During the years ended December 31, 2003 and 2002 and through May 4, 2004, there
were no disagreements with Henry Schiffer on any matter of accounting principles
or  practices,  financial  statement  disclosure, or auditing scope or procedure
which,  if not resolved to Henry Schiffer's satisfaction, would have caused them
to make reference to the subject matter of such disagreements in connection with
their  report  on  the  Registrant's  consolidated financial statements for such
years.

The Registrant provided Henry Schiffer with a copy of the foregoing disclosures.
Attached  as  Exhibit  16.1  is  a  copy  of Henry Schiffer's letter stating its
agreement  with  such  statements.

During  the years ended December 31, 2003 and 2002, and through the date hereof,
the  Registrant  did not consult with Kabani & Company, Inc. with respect to the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Registrant's  financial  statements.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits

Exhibit       Description
-------       -----------

16.1          Letter  from  Henry  Schiffer, C.P.A., an accountancy corporation.



                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.



FONEFRIEND, INC.

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


Date:  May 26, 2004