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): February 25, 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 204, Van Nuys, CA                        91411
(Address of Principal Executive Offices)                         (Zip Code)

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





ITEM  5.     OTHER EVENTS AND REGULATION FD DISCLOSURE.

On  February  25,  2004,  the  Company  entered  into  an  Equity Line of Credit
Agreement  with  Dutchess Private Equities Fund L.P., covering the sale of up to
$3  million  of  the Company's common stock over the next thirty six months. The
stock may be sold at the Company's discretion, at a discount to the market price
of  the  Company's  shares  at  the  time  of  sale.

The  Investment  Agreement  and  the  related  Registration Rights Agreement and
Private Placement Agent Agreement are filed as exhibits to this Form 8-K and are
incorporated  by  reference  into this Item 5. The foregoing description of such
documents  and  the  transactions  contemplated  therein  are qualified in their
entirety  by  reference  to  such  exhibits.

EXHIBITS:

EXHIBIT  NUMBER     EXHIBIT  DESCRIPTION
---------------     --------------------

10.10               Investment Agreement between the
                    Company and Dutchess Private
                    Equities Fund, L.P. dated
                    February 25, 2004.

10.11               Registration Rights Agreement
                    between the Company and Dutchess
                    Private Equities Fund, L.P. dated
                    February 25, 2004.

10.12               Placement Agent Agreement between
                    the Company and Charleston Capital
                    Corporation and Dutchess Private Equities
                    Fund, L.P. dated February 25, 2004.

99. 1               Press Release of the Company.


                                   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  thereunto  duly  authorized.

Date:  February 27, 2004.         FONEFRIEND,  INC.


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