How the F**K do you make friends?!

I've been really lonely recently since my boyfriend now only wants it to be us to work on our problems. I'm being smothered. I tell him this and he tells me to go hang out with my friends, except for a particular guy friend. Well the rest of my friends are all my mom friends. They're busy with their own things. My guy friend is the only local friend I have who usually isn't busy. I don't have anyone else. I was close to some of my ex coworkers (all female) but they aren't interested or are too busy to do anything.

I feel trapped.

I'm lonely and I don't know what else to do other then attempt to make new friends but I don't know how to start..