================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002
                                                 --------------
                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____to ______

                         Commission file number: 0-30536

                     --------------------------------------

                                 FoneCash, Inc.
             (Exact name of registrant as specified in its charter)

                  ---------------------------------------------


                Delaware                                    22-3530573
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

     90 Park Avenue, 1700, New York, New York                10016-1301
     (Address of principal executive offices)                (Zip-Code)


Registrant's telephone number, including area code: (212) 984-0641


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                   Yes X No__


         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections  12,13,or  15(d) of the Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.


                                   Yes X No__

         The number of outstanding shares of the registrant's  Common Stock, par
value $.0001 per share, was 26,849,056 on March 31, 2001.

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<PAGE>


                                 Fonecash, Inc.
                         Quarterly Report on Form 10-QSB
                     For the Quarter Ended on March 31, 2002

                                Table of Contents


Part I.     FINANCIAL INFORMATION

Item 1      Consolidated Financial Statements (Unaudited)

            Balance Sheets as of March 31, 2002 and December 31, 2000

            Statement of Operations for Three Month Period Ending March 31, 2002

            Statement of Cash Flow for Three Month Period Ending March 31, 2002

            Notes to Consolidated Financial Statements

Item 2      Management's Discussion and Analysis of Financial Condition
            and Results of Operations

Part II     OTHER INFORMATION

            Incorporated   by  reference  in  the  Company's  Form  10-SB,
            Amendment 3 registration  statement,  along with all exhibits,
            submitted on May , 2000

<PAGE>
<TABLE>
<CAPTION>

                         FONECASH, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------

                                                            March 31,     December 31,
                                                              2002            2001
                                                           -----------    -----------
<S>                                                        <C>            <C>
Current assets:
    Cash                                                   $       568    $      --
    Accounts receivable                                         10,840         10,840
    Stock subscriptions receivable                              83,875           --
    Inventory                                                  177,800        177,800
    Prepaid expenses                                            25,000         25,000
                                                           -----------    -----------
                                                               298,083        213,640
                                                           -----------    -----------

Property and equipment, net                                     23,613         30,320
                                                           -----------    -----------

Other assets:
    Patent rights, net                                           1,750          2,000
    Other                                                         --             --
                                                           -----------    -----------
                                                                 1,750          2,000
                                                           -----------    -----------

                                                           $   323,446    $   245,960
                                                           ===========    ===========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

Current liabilities:
    Accounts payable                                       $   149,208    $   161,478
    Due to officer/stockholder                                 474,791        478,691
    Notes payable                                              191,860        196,024
                                                           -----------    -----------
                                                               815,859        836,193
                                                           -----------    -----------

Stockholders' deficit :
    Preferred stock; $.0001 par value; authorized -
        10,000,000 shares; issued - none                          --             --
    Common stock; $.0001 par value; authorized -
        500,000,000 shares; issued and outstanding -
        26,849,056 shares in 2002 and 14,899,056 in 2001         2,685          1,490
    Additional paid-in capital                               3,559,054      3,127,624
    Treasury stock, 500 shares at cost                          (1,500)        (1,500)
    Deficit accumulated during the development stage        (4,052,652)    (3,717,847)
                                                           -----------    -----------
                                                              (492,413)      (590,233)
                                                           -----------    -----------

                                                           $   323,446    $   245,960
                                                           ===========    ===========
</TABLE>


               See accompanying notes to the financial statements.

                                        2





<PAGE>
<TABLE>
<CAPTION>

                              FONECASH, INC. AND SUBSIDIARIES
                               (A Development Stage Company)
                           Consolidated Statements of Operations


                                                  Three          Three        Aug. 7, 1997
                                              Months Ended    Months Ended   (Inception) to
                                                March 31,       March 31,       March 31,
                                                  2002            2001            2002
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Revenue:
  Sales                                       $       --      $      6,020    $     10,840
  Cost of sales                                       --             2,800           5,662
                                              ------------    ------------    ------------
    Gross profit                                      --             3,220           5,178
  Interest income                                        5               6           5,216
                                              ------------    ------------    ------------

    Total revenue                                        5           3,226          10,394
                                              ------------    ------------    ------------

Costs and expenses:
  Depreciation                                       6,707          18,345         197,012
  Amortization                                         250             268           3,618
  Research and development, related party             --             9,700         432,256
  Officer's compensation                           221,000           1,200         934,429
  Impairment of investment in related party           --              --            50,000
  Impairment of investment in subsidiaries            --              --           450,000
  General and administrative                       106,853         282,080       1,995,731
                                              ------------    ------------    ------------
                                                   334,810         311,593       4,063,046
                                              ------------    ------------    ------------

Net loss                                      $   (334,805)   $   (308,367)   $ (4,052,652)
                                              ============    ============    ============

Basic and diluted loss per common share       $       (.02)   $       (.05)
                                              ============    ============

Weighted average common shares outstanding      16,791,556       6,234,705
                                              ============    ============


</TABLE>


                    See accompanying notes to the financial statements.

                                             3



<PAGE>
<TABLE>
<CAPTION>

                                                  FONECASH, INC. AND SUBSIDIARIES
                                                   (A Development Stage Company)
                                    Consolidated Statements of Changes in Stockholders' Equity
                                    For the Period August 7, 1997 (Inception) to March 31, 2002
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                      Common Stock          Additional          Treasury Stock          During the
                                                 ------------------------     Paid-in     -------------------------    Development
                                                    Shares      Amount        Capital       Shares         Amount         Stage
                                                 -----------  -----------   -----------   -----------   -----------    -----------
<S>                                              <C>          <C>           <C>           <C>           <C>            <C>
Balances, August 7, 1997 (inception)                    --    $      --     $      --            --     $      --      $      --

    Common stock issued for services
        and costs advanced, valued at
        $.0001 per share                           2,000,000          200          --            --            --             --

    Common stock issued for services,
        valued at $.15 per share                     200,000           20        29,980          --            --             --

    Net loss for the period                                                                                               (61,404)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, December 31, 1997                        2,200,000          220        29,980          --            --          (61,404)

    Sale of common stock ($.4156 per share)          204,500           20        84,965          --            --             --

    Net loss                                                                                                               (95,211)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, December 31, 1998                        2,404,500          240       114,945          --            --         (156,615)

    Sale of common stock ($.7622 per share)        1,098,505          110       837,160          --            --             --

    Services contributed by the
        president of the Company                        --           --          60,000          --            --             --

    Common stock issued for services,
        valued at $.81 per share                     333,333           33       269,967          --            --             --

    Net loss                                                                                                              (785,366)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, December 31, 1999                        3,836,338          383     1,282,072          --            --         (941,981)

    Sale of common stock ($1.25 per share)            25,000            3        31,247          --            --             --

    Common stock issued for services,
        valued at $.11 per share                   1,466,667          147       157,353          --            --             --

    Common stock issued for services,
        valued at $.5312 per share                   623,367           62       331,071          --            --             --

    Purchase of treasury stock                          --           --            --             500        (1,500)          --

    Net loss                                                                                                              (897,368)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, December 31, 2000                        5,951,372  $       595   $ 1,801,743           500   $    (1,500)   $(1,839,349)

    Common stock issued for services,
        valued at $.12 per share                   6,959,708          696       858,080          --            --             --

    Sale of common stock ($.017 per share)         1,087,976          109        17,891          --            --             --

    Common stock issued in acquisition
        of subsidiaries, valued at $.50 per share    900,000           90       449,910          --            --             --

    Net loss                                                                                                            (1,878,498)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, December 31, 2001                       14,899,056  $     1,490   $ 3,127,624           500   $    (1,500)   $(3,717,847)

    Sale of common stock ($.03 per share)          4,450,000          445       132,180          --            --             --

    Common stock issued for services,
        valued at $.04 per share                   7,500,000          750       299,250          --            --             --

    Net loss for the period                                                                                               (334,805)
                                                 -----------  -----------   -----------   -----------   -----------    -----------

Balances, March 31, 2002                          26,849,056        2,685     3,559,054           500        (1,500)    (4,052,652)
                                                 ===========  ===========   ===========   ===========   ===========    ===========


                                        See accompanying notes to the financial statements.

                                                                 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     FONECASH, INC. AND SUBSIDIARIES
                                      (A Development Stage Company)
                                  Consolidated Statements of Cash Flows


                                                                Three          Three       Aug. 7, 1997
                                                             Months Ended   Months Ended  (Inception) to
                                                               March 31,      March 31,      March 31,
                                                                 2002           2001           2002
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash flows from operating activities:
    Net loss                                                  $  (334,805)   $  (308,367)   $(4,052,652)
    Adjustments to reconcile net loss to net
         cash used in operating activities
         Depreciation                                               6,707         18,345        197,012
         Amortization                                                 250            268          3,618
         Common stock issued for services                         300,000        266,000      2,007,609
         Common stock issued in acquisition of subsidiaries          --             --          450,000
         Write-down of lost inventory                                --             --           26,538
         Changes in assets and liabilities
            Increase in accounts receivable                          --           (6,020)       (10,840)
            (Increase) decrease in inventory                         --         (172,200)      (204,338)
            Increase in prepaid expenses                             --             --          (25,000)
            Increase (decrease) in accounts payable               (12,270)        75,202        149,208
                                                              -----------    -----------    -----------
    Net cash used in operating activities                         (40,118)      (126,772)    (1,458,845)
                                                              -----------    -----------    -----------

Cash flows from investing activities:
    Organization costs                                               --             --             (368)
    Purchases of property and equipment                              --             --         (220,625)
    Acquisition of patent rights                                     --             --           (5,000)
                                                                             -----------    -----------
                                                                             -----------    -----------
    Net cash used in investing activities                            --             --         (225,993)
                                                              -----------    -----------    -----------

Cash flows from financing activities:
    Proceeds from short-term debt                                   2,625          3,091        244,949
    Repayment of short-term debt                                   (6,789)        (5,565)       (53,089)
    Increase (decrease) in amounts
       due to an officer/stockholder                               (3,900)       127,888        474,791
    Purchase of treasury stock                                       --             --           (1,500)
    Proceeds from sale of common stock                             48,750           --        1,020,255
                                                              -----------    -----------    -----------
    Net cash provided by financing activities                      40,686        125,414      1,685,406
                                                              -----------    -----------    -----------

Net increase (decrease) in cash                                       568         (1,358)           568
Cash at beginning of period                                          --            1,822           --
                                                              -----------    -----------    -----------

Cash at end of period                                         $       568    $       464    $       568
                                                              ===========    ===========    ===========


                           See accompanying notes to the financial statements.

                                                    5

</TABLE>



<PAGE>

                         FONECASH, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                                   Form 10QSB
                          Quarter Ended March 31, 2002
                   Notes to Consolidated Financial Statements

Note 1 - Condensed Consolidated Financial Statements


Basis of Presentation
---------------------


The accompanying interim unaudited consolidated financial statements include the
accounts of FoneCash,  Inc. and its subsidiaries which are hereafter referred to
as (the  "Company").  All  intercompany  accounts  and  transactions  have  been
eliminated in  consolidation.  These financial  statements have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and with the  instructions to Form 10-QSB of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete  financial  statements.  In the opinion of management,  such
interim  statements  reflect all  adjustments  (consisting  of normal  recurring
accruals)  necessary to present fairly the financial position and the results of
operations  and cash flows for the  interim  periods  presented.  The results of
operations  for these  interim  periods are not  necessarily  indicative  of the
results to be expected for the year ending  December 31, 2002.  These  financial
statements should be read in conjunction with the audited  financial  statements
and footnotes included in the Company's report on Form 10-KSB for the year ended
December 31, 2001.


Note 2 - Stockholders' Equity (Deficit)

Common Stock


                  Since  December  31,  2001,  the Company has issued  2,100,000
shares  of  common  stock for  consulting  services  and  5,400,000  shares  for
officers'  compensation,  valued at $.04 per share.  The  Company  has also sold
4,450,000 shares of common stock at $.03 per share.

Loss Per Common Share
---------------------


Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.





                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis

This Quarterly Report on Form 10-QSB,  including the information incorporated by
reference  herein,  includes  "forward looking  statement" within the meaning of
Section 27A of the  Securities  Act of 1933,  as amended (the "Act") and Section
21E of the  Securities  Act of  1934,  as  amended  ("Act  of  34").  All of the
statements  contained  in this  Quarterly  Report  on Form  10-QSB,  other  than
statements of historical fact, should be considered forward looking  statements,
including,  but not limited  to,  those  concerning  the  Company's  strategies,
objectives and plans for expansion of its  operation,  products and services and
growth in demand for it's products and services. There can be no assurances that
these  expectations  will prove to have been correct.  Certain important factors
that  could  cause  actual  results  to  differ  materially  from the  Company's
expectations  (the  "Cautionary  Statements")  are  disclosed in this  Quarterly
report  on  Form  10-QSB.  All  subsequent  written  and  oral  forward  looking
statements  by or  attributable  to the Company or persons  acting on behalf are
expressly qualified in their entirety by such Cautionary  Statements.  Investors
are cautioned not to place undue  reliance on these forward  looking  statements
which  speak  only  as of the  date  hereof  and are not  intended  to give  any
assurance as to future results. The Company undertakes no obligation to publicly
release any revisions to these  forward-looking  statements to reflect events or
reflect the occurrence of unanticipated events.

Fonecash,  Inc. (the "Company") was incorporated  under the laws of the State of
Delaware on August 7,1997 and is in its development stage. The first sale of its
products was made in during this period.

The Company  incurred  operating  losses of $4,052,652  from  Inception to March
31,2002. The Company expects its accumulated deficit to grow for the foreseeable
future as total  costs and  expenses  increases  due  principally  to  increased
marketing expenses associated with its plans to undertake trials of its products
and  services.  There  can be no  assurances  that  the  Company  will  complete
successful  trials of its products and services,  nor that  sufficient  revenues
will be generated from the possible sales of such products and services to allow
the Company to operate profitably.

General

The  Company  has  developed a system of  processing  credit  cards for an under
served community of low volume merchants and in-home salespersons  consisting of
a  terminal  and a system of  computers,  utilizing  established  communications
networks, both wired and wireless, for processing the data from credit and debit
cards.

Terminals are  electronic  collectors of credit and debit data from the magnetic
stripe  on cards.  In the case of debit and  credit  cards the  Fonecash  system
collects the data from the magnetic stripe when a merchant  accepts the card for
payment of goods or services.  This data is transmitted to processors  where the
validity  of the card  number is  confirmed  and the amount of the  purchase  is
authorized to the cardholder's account. Settlement occurs when the collected and
stored  data is sent to the card  issuing  bank  which  charges  the  customer's
account and  electronically  deposits  payment in the  merchant's  bank account,
usually within 24 - 48 hours.


                                       7
<PAGE>

The Company  intends to market a product line and a complete  processing  system
that is high  quality and simple to operate,  because the  Company,  and not the
individual merchant, takes the responsibility for closing the day's receipts and
uploading  the data to a third party  payment  processor,  such as  Paymenttech,
Visanet, or First Data Resources, for settlement which results in payments being
deposited in the merchants'  bank account within 48 hours.  Because the Company,
not only provides a terminal,  but also, provides a service that facilitates the
collection of daily payment  receipts,  and transmits these electronic  receipts
for payment and deposit of funds to each merchant,  the Company believes that it
will be able to compete  with the  current  makers of  terminals,  who only sell
terminals,  but also,  able to compete with payment  processors who only support
terminals  which transmit credit card data to their computers after the merchant
has manually closed out the day's electronic receipts and transmitted the totals
to the payment processor.

The Company  intends to establish up to three master  distributors in the United
States  with  the  most  likely  candidates  being  current   Independent  Sales
Organizations  (ISO's) who are already  engaged in the business of  distributing
automated  credit card  processing  terminals to established  merchants who have
been approved by their sponsoring banks.  These ISO's have trained  commissioned
sales  persons and have an interest in  placement  of any terminal in the market
regardless of manufacturer.

The  Company  has never  operated  under any  other  name,  nor has it ever been
involved with any bankruptcy,  receivership or similar  proceeding or engaged in
any material  reclassification,  merger,  consolidation,  or purchase or sale of
assets.

Results of Operation


General and  administrative  expenses  during the three months  ending March 31,
2002  were  $106,853  as  compared  to  $282,080  for the same  period  in 2001,
representing an decrease of $173,227. The decrease during the three month period
ending  March 31,  2002 was  primarily  due to an infusion of the capital to the
Company to cover legall,  accounting and printing  associated with the filing of
various documents with the Securities and Exchange  Commission,  as well as cost
associated with the manufacture, shipping and storage of products for sale.

Compensation  and related  benefits  during this three  months was  $221,000 and
represented compensation to its consultant; but not to its president whose total
compensation for the three months ended March 31, 2001. amounted $1,200.

Balance Sheet Data

The Company's combined cash and cash equivalents totaled $298,083 for the period
ending  March  31,2002.  This is an increase of $84,443  from  $213,640  for the
period ending March 31, 2001


                                       8
<PAGE>

The  Company  does not expect to generate a positive  internal  cash flow for at
least the next nine months due to expected increase in spending for salaries and
the expected costs of marketing and sales activities.

Property  and  equipment  was valued at $23,613 for the period  ending March 31,
2002 and this represents an decrease of $6,707 for purchases of additional molds
used the  manufacturing of its products in Taiwan.  The molds have a useful life
of 3 years and are depreciated on a straight-line basis.

Part II Other Information

     Item 1 Legal Proceedings

On April 8, 2002,  the  Company  was served  with a Notice of an  Administrative
Hearing at the Securities and Exchange  Commission  (SEC) offices in Washington,
D.C.  to be held on April 23,  2002,  relating  to  certain  allegations  of the
Enforcement  Division of the SEC,  that a  Registration  Statement on Form SB-2,
filed on December 26, 2001 and amended thereafter,  contained misrepresentations
and omissions of material  facts.  The  Commission  seeks to have the ability to
sell shares  registered  pursuant to the  Registration  Statement  stopped.  The
Company is currently in discussions  with the SEC to resolve this matter without
a hearing and believes  that this matter will be resolved  shortly,  in a manner
that will not  materially  affect the ability to operate or to engage in further
financing.  The  Company  has  been  given  an Offer  for  Settlement,  which is
currently under advisement with the Company's attorneys.



Also,  on April 8, 2002, in a concurrent  action,  the Company was served with a
Summons and Complaint, entitled Securities and Exchange Commission, Plaintiff v.
Fonecash,  Inc,  and  Daniel E.  Charboneau,  Defendants,  entered at the United
States  District  Court,  District of  Columbia.  This action  contains the same
allegations  as in the  Notice of  Administrative  Hearing,  related  to alleged
misrepresentations and omission in the filings of the Company. The Company is in
discussions  with the  Commission  related to the  resolution of this matter and
believes  that a resolution  will  shortly be reached  that will not  materially
impact on the  operations of the Company.  The Company has filed a Motion for an
extension  on the time to file an  Answer to the  Complaint  and is  awaiting  a
decision of the court.


The Company has been served  with a Summons and  Complaint  from Fleet  National
Bank in an  action  commenced  in the  Supreme  Court of the  State of New York,
County of New York entitled,  Fleet National Bank v.  Fonecash,  Inc,  Jean-Paul
                              --------------------------------------------------
Charboneau,  Individually and Jiann-Shong Wu,  Individually.  This action is for
-----------------------------------------------------------
the failure to pay the monthly  payments on a Line of Credit with Fleet National
Bank. The Company has filed an Answer and a Request for Documents and is waiting
for a response.  The Company  intends to defend the action and believes  that it
will be resolved in a manner that does not materially impact the Company.




                                        9
<PAGE>

The Company has been served with a Summons and Complaint from Edgar Filings, LTD
in an action commenced in Harris County,  Texas, entitled Edgar Filings, Ltd. v.
FoneCash,  Inc. This action is for failure to pay various invoices  amounting to
$2,303.31 for services  incurred for filings  documents  with the Securities and
Exchange  Commission.  The Company is in the process of working out a reasonable
payment schedule with plaintiffs.

The Company has been threatened  with  litigation  related to the use of Merrill
Communications  LLC. Merrill was used to file the Company's filings on the EDGAR
system. They claim that a balance of $21,371.07, including interest is currently
due.  The  Company  has  not  yet  been  served  with a  Complaint  by  Merrill.
Furthermore,  the Company disputes the total amount due to Merrill.  The Company
believes that a resolution  will be worked out that will not  materially  affect
the Company.  However,  if a resolution can not be worked out, a judgment in the
amount sought by Merrill might have a material  adverse impact on the operations
of the Company at this point in time.


The   Company  is   threatened   with   litigation   by  Penny   King   Holdings
Corporation(PKH)  for  $30,000  which  is  claimed  as  liquidated  damages  for
cancellation on January 29, 2002 of a Financial  Consulting  Services Agreement.
The  Company  has  rejected  this  claim as being  contrary  to fact  since  the
agreement upon which this claim is made is silent about liquidated  damages,  as
well as the fact that PKH did not perform the obligations promised.  The Company
intends to defend  itself  against any action and believes that this threat will
not materially affect the Company.

     Item 2 Changes in Securities

On January 31, 2002, The Company  signed a Stock Purchase  Agreement with Hedley
Finance,  Inc.,  a company,  located in Athens,  Greece,  whereby  Hedley  would
purchase 200 million  restricted shares of the Company's common stock at a share
price of $0.03 for a total of $6 million. These shares were to be sold by reason
of Regulation S to non-citizens  of the United States.  In order to exchange and
make delivery of the stock  certificates,  an escrow  agreement was  established
with Crouch Chapman Chartered Accountants,  located in London, whereby as Hedley
deposited funds into the escrow account,  Crouch Chapman would release the stock
certificates.  Hedley  never made  payment for any of the shares and,  after two
months,  the Company canceled the Stock Purchase  Agreement and the sale. Crouch
Chapman is in the process of returning the stock  certificates  to the Company's
transfer  agent who will  cancel  these  certificates,  returning  the shares to
authorized and unissued status. Under the General;  Corporation Law of Delaware,
unless  consideration  has been  received,  shares  are  deemed not to have been
issued.  Nor is  stock  in  escrow  considered  to have  been  delivered  to the
investors.

On December 27, 2001, the Company filed a registration statement on form SB-2 to
register  7,275,730  shares,   previously  issued  for  services,  which  became
effective on January 16, 2002. The Company filed a post  effective  statement to
the SB-2 registration on February 26, March 6, and March 14, 2002.

During the First  Quarter of 2002,  the Board of  Directors  passed a resolution
agreeing to issue  3,000,000  shares of common  stock to its  president,  Daniel
Charboneau,  and 2,400,000  shares of common stock to John Wu, valued at $0.04 a
share, in lieu of cash compensation for the year ending December 31, 2001.


                                       10
<PAGE>

     Items 3 Defaults upon Senior Securities

          None


     Item 4 Submission of Matters to a Vote of Security Holders

The  Company   increased  its  authorized   common  shares  from  20,000,000  to
500,000,000 and its preferred shares from 5,000,000 to 10,000,000.  The Board of
Directors of the Company  approved  this  increase  and  obtained the  necessary
approval  of a  majority  of  the  shareholders.  The  Company  filed  Form  14C
Information with the Securities and Exchange Commission on January 28, 2002.

     Item 5 Other Information

On January 29,  2002,  The Company  canceled a contract  with Penny King Holding
Corporation(PKH),  made on December 5, 2001,  whereby, in return for 2.5 million
free trading shares,  priced at $0.10 each and for 2.5 million  warrants with an
exercise  price of $0.20,  PKH would  deposit  $250,000 in an escrow  account no
later  than  January  29,  2002.  While an escrow  was not part of the  original
agreement,  PKH and Company  mutually  agreed to an escrow and agreed to appoint
American  Investment  Services  (AIS),  a  broker/dealer,   located  in  Irvine,
California,  as the escrow agent. The Company  delivered the stock  certificates
into the  escrow,  but PKH failed to deposit  the funds on January  29,  2002 as
promised. The Company notified PKH by certified letter that it was in default of
the  agreement and gave five days for  compliance.  On February 5, when promised
funds were not deposited into escrow,  the escrow agent agreed with Company that
PKH was in  default,  and upon a request  by the  Company  to  return  the stock
certificates,  the escrow  agent sent the stock  certificates  to the  Company's
Transfer agent,  returning the shares to authorized and unissued  status.  As an
engagement fee, 125,000 shares were not returned to the Company, but the Company
notified the transfer agent to put a stop on these shares as PKH did not perform
any services in return for this compensation.

     Item 6 Exhibits and reports on Form 8-K

          a.   Exhibit Index

          b.   Reports of Form 8-K

               The  Company  did not file any  reports  on Form 8-K  during  the
               quarter ended March 31, 2002.


Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this report to be signed on its behalf by the undersigned who is duly authorized
to sign as an officer and as the principal officer of the Company.

Fonecash, Inc

By:      /s/ Daniel E. Charboneau
         ----------------------------------
         Daniel E. Charboneau, Chairman/CEO

Date:    May 20, 2002



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