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) SEPTEMBER 7, 2004

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


         DELAWARE                      0-24408             33-0611753
         --------                       -------            ----------
  (State or other jurisdiction of     (Commission        (I.R.S. Employer
   incorporation or organization)     File Number)     Identification Number)



             8447 WILSHIRE BLVD., 5 TH FLOOR
                     BEVERLY HILLS, CA                       90211
                    -------------------                    ---------
             (Address of Principal Executive Office)       (Zip Code)


                                 (323) 653-6110
                                 --------------

                (Registrant's Executive Office Telephone Number)


Item  5.02  Departure  of  Directors  or  Principal  Officers

By  letter  addressed to the registrant, dated September 7, 2004, Joseph Weaver,
one  of  the  registrant's  directors,  resigned  his  position  effective
immediately.  Mr.  Weaver  expressed  personal  reasons including pursuing other
business  opportunities  for  resigning.


Item  9.01  Financial  Statements  and  Exhibits

(c)  Exhibits.

99.1       Letter  of  resignation  dated  September 7, 2004 from Joseph Weaver.


                                    SIGNATURE

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

Registrant

FONEFRIEND,  INC.


By:  /s/  Robin  Glanzl
     ------------------

Robin  Glanzl,  President

Date:  September  29,  2004