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): March 17, 2004

                                FONEFRIEND, INC.

             (Exact name of Registrant as specified in its charter)

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

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.


On  January 27, 2004, the Board of Directors of the Registrant extended an offer
to  appoint  Gary A. Rasmussen as a director and Chairman of the Registrant. Mr.
Rasmussen  is  currently  the  Registrant's  Senior  Business  Consultant  and
beneficial  owner  of  4,808,225  shares  of  the  Registrant's  common  stock,
representing  25.1%  of the 19,184,444 issued and outstanding shares as of March
15,  2004.  On  March 17, 2004, Mr. Rasmussen accepted the offer of the Board of
Directors  to  become  a  director  and  Chairman, and will serve until the next
annual  meeting  or  until  his  successor  has been duly elected and qualified.

Mr.  Rasmussen  was  instrumental  in  2004  in the negotiating and signing of a
planned  $3.0  million dollar equity line of credit financing for the Registrant
with  Dutchess  Private  Equities  Fund,  L.P.,  which was reported on a Current
Report  on  Form  8-K,  dated February 27, 2004 and filed with the Commission on
February  27,  2004.

Mr.  Rasmussen  is  a  founder  of  FoneFriend,  Inc., a Nevada corporation, the
predecessor  company  to  the  Registrant, and served as the Registrant's Senior
Business  Consultant  since  November 2002, helping to guide the Company through
its  development  stage  and  initial operations as a publicly held company. 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.


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.


By:  /s/  Jackelyn  Giroux
     Jackelyn  Giroux

Date:  March 24, 2004