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


                       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 September 30, 2001
                                               ------------------
                                       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 $.001 per share, was 9,039,348 on September 30, 2001.

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<PAGE>


                                 Fonecash, Inc.
                         Quarterly Report on Form 10-QSB
                   For the Quarter Ended on September30, 2001

                                Table of Contents



Part I.  FINANCIAL INFORMATION

Item 1   Consolidated Financial Statements (Unaudited)

         Balance Sheets as of September 30, 2001 and December 31, 2000

         Statement of Operations for Nine Month Period Ending September 30, 2001

         Statement of Cash Flow for Nine Month Period Ending September 30, 2001

         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


                                       2
<PAGE>

<TABLE>
<CAPTION>



                                        FONECASH, INC
                                (A Development Stage Company)
                                        Balance Sheets
                                            ASSETS
                                            ------
                                                                  September 30    December 31
                                                                      2001           2000
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Current assets:
   Cash                                                           $     2,298    $     1,822
   Accounts receivable                                                 15,660           --
   Inventory                                                          201,476         35,000
   Prepaid expenses                                                    25,000         25,000
                                                                  -----------    -----------
                                                                      244,434         61,822
                                                                  -----------    -----------

Property and equipment, net                                            67,010        103,700
                                                                  -----------    -----------

Other assets:
   Patent rights, net                                                   2,500          3,000
   Other                                                                   80            116
                                                                  -----------    -----------
                                                                        2,580          3,116
                                                                  -----------    -----------
                                                                  $   314,024    $   168,638
                                                                  ===========    ===========

                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                        ----------------------------------------------

Current liabilities:
   Accounts payable                                               $   168,263    $    83,513
   Due to an officer/stockholder                                      140,391            683
   Note payable                                                       122,951        122,953
                                                                      431,605        207,149

Stockholders' equity(deficit): (Note 2)
   Preferred stock; $.0001 par value; authorized -
   5,000,000 shares; issued - none                                       --             --
   Common stock; $.0001 par value; authorized -
   20,000,000 shares; issued and outstanding -
   6,651,372 shares in 2001 and 5,951,372 in 2000                         904            595
Additional paid-in capital                                          2,647,434      1,801,743
Treasury stock, 500 shares at cost                                     (1,500)        (1,500)
Deficit accumulated during the development stage                   (2,764,419)    (1,839,349)
                                                                  -----------    -----------
          Total stockholders' equity                                 (117,581)       (38,511)
                                                                  -----------    -----------
                                                                  $   314,024    $   168,638
                                                                  ===========    ===========
See accompanying notes and accountant's review report
</TABLE>




                                       3
<PAGE>

<TABLE>
<CAPTION>

                                             FONECASH, INC.
                                      (A Development Stage Company)
                                         Statements of Operation



                                                        Nine               Nine              Aug.7,1997
                                                    Months Ended       Months Ended       (Inception) to
                                                    September 30,      September 30,       September 30,
                                                        2001               2000                 2001
                                                    -----------         -----------         -----------
<S>                                                 <C>                 <C>                 <C>
Revenue:
    Sales                                           $    15,660                --           $    15,660
    Cost of sales                                         8,524                --                 8,524
                                                    -----------         -----------         -----------
        Gross profit                                      7,136                --                 7,136
Interest Income                                               7               4,154               5,200
                                                    -----------         -----------         -----------
        Total revenue                                     7,143               4,154              12,336
                                                    -----------         -----------         -----------
                                                    -----------         -----------         -----------
Cost and expenses
   Depreciation                                     $    36,690         $    22,464         $   153,615
   Amortization                                             537                 536               2,789
   Research and development, related party                9,700              24,090             383,756
   Officer's compensation                                 1,200              28,129             271,429
   Impairment of investment in related party                                                     50,000
   Impairment of investment in subsidiaries             450,000                                 450,000
   General and administrative                           434,086             115,734           1,465,166
                                                    -----------         -----------         -----------
                                                        932,213             190,953           2,776,755
                                                    -----------         -----------         -----------
Net loss                                            $  (925,070)        $  (186,799)        $(2,764,419)
                                                    ===========         ===========         ===========
Basic and diluted loss per common share             $      (.13)        $      (.05)        $      (.70)
                                                    ===========         ===========         ===========

Weighted average common shares outstanding          $ 6,919,720         $ 3,836,338         $ 3,953,276
                                                    ===========         ===========         ===========


</TABLE>






                          See accompanying notes and accountant's review report

                                                   4
<PAGE>


<TABLE>
<CAPTION>



                                                        FONECASH, INC.
                                                (A Development Stage Company)
                                         Statements of Change in Stockholders' Equity
                                For the period August 7,1997 (Inception) to September 30, 2001


                                                                                                                   Deficit
                                                                        Additional     Treasury       Stock       Accumulated
                                                Common        Stock      Paid-in      ----------    ----------       from
                                                Shares       Amount      Capital        Stock         Amount      Inception
                                             ----------    ----------    ----------   ----------    ----------    ----------
<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                                      --
   Capital contributed for services                --            --          60,000                                      --
   Common stock issued for services
                                                333,333            33       269,967
       Valued at $.81 per share
   Net loss                                                      --            --                                   (785,366)
                                             ----------    ----------    ----------   ----------    ----------    ----------
   Balances, December 31, 1999                3,836,338           383     1,282,072                                 (941,981)
     Sale of common stock ($1.25 per             25,000             3        31,247
share)
     Common stock issued for services           623,367            62       331,071
valued at $.5312 per share
     Purchase of treasury stock                                                              500        (1,500)
      Net Loss for the period                                                                                       (897,368)
                                             ----------    ----------    ----------   ----------    ----------    ----------
Balances, December 31,2000                    5,951,372           595     1,801,743          500        (1,500)   (1,839,349)
                                             ----------    ----------    ----------   ----------    ----------    ----------
     Common stock issued for services           700,000            70      265.930
valued at $.38 per share
                                             ----------    ----------    ----------   ----------    ----------    ----------
     Sale of common stock($.035 per share)      287,976            29         9,971
                                             ----------    ----------    ----------   ----------    ----------    ----------
     Common stock issued for services,
valued at $.10 per share                      1,200,000           120       119,880
                                             ----------    ----------    ----------   ----------    ----------    ----------
     Common stock issued in acquisition
of subsidiaries, valued at $.50/share           900,000            90       449,910
                                             ----------    ----------    ----------   ----------    ----------    ----------
     Net loss for the period                                                                                         (925,070)
                                             ----------    ----------    ----------   ----------    ----------    ----------
Balances, September 30, 2001                  9,039,348    $      904    $2,647,434          500    $   (1,500)   $(2,764,419)
                                             ==========    ==========    ==========   ==========    ==========    ===========



                                 See accompanying notes and accountant's  review report.

</TABLE>

                                                              5

<PAGE>

<TABLE>
<CAPTION>


                                            FONECASH, INC
                                    (A Development Stage Company)
                                       Statements of Cash Flow




                                                              Nine           Nine        Aug. 7,1997
                                                          Months Ended    Months Ended  (Inception) to
                                                          September 30,   September 30,  September 30,
                                                              2001            2000          2001
                                                           -----------    -----------    -----------
<S>                                                       <C>             <C>            <C>
Cash flows from operating activities
   Net loss                                                $  (925,070)   $  (186,799)   $(2,764,419)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation                                               36,690         22,464        153,615
     Amortization                                                  537            536          2,789
     Cash surrender value of life insurance                       --            6,838           --
     Common stock issued for services                          386,000           --        1,234,833
     Common stock issued in acquisition of subsidiaries        450,000           --          450,000
     Changes in assets and liabilities:
       (Increase in accounts receivable                        (15,660)          --          (15,660)
       (Increase) in inventory                                (166,476)       (28,311)      (201,476)
       (Increase) in prepaid expenses                                            --          (25,000)
       Increase (decrease) in accounts payable                  84,750         (1,306)       168,263
                                                           -----------    -----------    -----------
       Net cash used in operating activities                  (149,229)      (186,578)      (997,055)
                                                           -----------    -----------    -----------

Cash flows from investing activities:
   Organization costs                                             --             --             (368)
   Purchase of property and equipment                             --           (9,788)      (220,625)
   Acquisition of patent rights                                   --             --           (5,000)
                                                           -----------    -----------    -----------
       Net cash used in investing activities                      --           (9,788)      (225,993)
                                                           -----------    -----------    -----------

Cash flow from financing activities:
   Proceeds from short-term debt                                15,972         42,500        163,146
   Repayment of short term debt                                (15,974)        (4,956)       (40,196)
   Increase (decrease) in amounts due to
             officer/stockholder                               139.707         (5,660)       140,391
   Purchase of treasury stock                                      --            --           (1,500)
   Proceeds from sale of common stock                           10,000           --          963,505
                                                           -----------    -----------    -----------
       Net cash provided by financing activities               149,705         31,884      1,225,346
                                                           -----------    -----------    -----------

Net increase (decrease) in cash                                    476       (164,482)         2,298
Cash at beginning of  period                                     1,822        208.702           --
                                                           -----------    -----------    -----------
Cash at end of period                                      $     2,298    $    44,220     $    2,298
                                                           ===========    ===========     ==========
</TABLE>


                        See accompanying notes and accountant's review report.


                                                  6


<PAGE>


                         FONECASH, INC AND SUBSIDIARIES
                          (A Development Stage Company)
                                   Form 1OQSB
                        Quarter Ended September 30, 2001
                   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, 2001.  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, 2000.

Note 2 -- Business Combination

On  April  10,  2001,  pursuant  to  an  agreement  with  Richwoodland   Profits
Corporation  ("RPC") and Universal Venture Limited "UVL"), each a British Virgin
Island holding company, the Company has acquired all of the voting stock of four
foreign  companies that were  wholly-owned  by RPC and UVL in return for 900,000
shares of common stock of the Company,  valued at $.50 per share.  The companies
acquired  are  start-up  companies  that have no assets,  liabilities,  revenue,
expenses and results of  operations.  The  investment  in the companies has been
reported entirely as goodwill, as there is no value in the companies.

The four acquired companies are Universal  Information  Technology,  (Hong Kong)
Limited,  a company  which has  developed  a video  compression  technology  for
Internet and wireless  app1ications  Firstech  Ventures (Hong Kong)  Limited,  a
company that locates engineering services for



                                       7
<PAGE>


                         FONECASH, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                                   Form 1OQSB
                        Quarter Ended September 30, 2001
                   Notes to Consolidated Financial Statements

environmental projects in China, especially land fill projects,  waste water and
waste oil treatment facilities, and waste liner projects, Tech Unity Technology,
(Hong Kong) Limited,  which engages in gathering  information and research about
business  opportunities  in China for  dissemination  among U.S. and  Australian
bidders, and Fonecash.com (Hong Kong) Limited, a company engaged in the wireless
processing of credit and debit cards for the mobile merchants.

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  or  completed  after  June 30,  2001.  Statement  141 also  specifies
criteria intangible assets acquired in a purchase business combination must meet
to be recognized and reported  apart from goodwill.  The Company has adopted the
provisions of Statement 141 in reporting the business combination.

Statement 142 will require that goodwill and intangible  assets with  indefinite
useful lives no longer be amortized,  but instead tested for impairment at least
annually.  Statement 142 will also require that intangible  assets with definite
useful lives be amortized over their respective  estimated useful lives to their
estimated  residual  values,  and reviewed for  impairment  in  accordance  with
Statement  121,  Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of Furthermore, any goodwill and any intangible
asset  determined  to have an  indefinite  useful  life that are  acquired  in a
purchase  business  combination  completed  after  June  30,  2001  will  not be
amortized,  but will continue to be evaluated for impairment in accordance  with
the appropriate pre-Statement 142 accounting literature. The Company has adopted
the provisions of Statement 142 and has written the goodwill associated with the
business  combination  down to zero, as no future benefit can be determined.  An
impairment loss of $450,000 has been reflected in the consolidated statements of
operations.

Note 2 -- Stockholders' Equity (Deficit)

Common Stock
------------

Since  December 3 1, 2000,  the  Company has issued  1,900,000  shares of common
stock for consulting services,  of which 700,000 shares were valued at $0.38 per
share and  1,200,000  were valued at $0.10 per share.  The Company has also sold
287,976  shares of common  stock at $0.035 per  share.  The  Company  has issued
900,000 of


                                       8
<PAGE>




                         FONECASH, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                                   Form 1OQSB
                        Quarter Ended September 30, 2001
                   Notes to Consolidated Financial Statements


common stock  valued at $0.50 per share in exchange for four foreign  companies,
as previously discussed.

Stock Options
-------------

At June 30,  2001 the Company has  granted  800,000  shares of common  stock for
issuance in compensation  for business  services to Reginald Clarke at the price
of $0.50 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.

**********************____________*******************__________*****************


                                       9
<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 $2,764,419 from Inception to September
30,  2001.  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, under an exclusive license agreement with a holder of
a U.S. Patent, 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.


                                       10
<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 nine months ending September 30,
2001  were  $932,213  as  compared  to  $190,953  for the same  period  in 2000,
representing an increase of $741,260.  The increase during the nine month period
ending  September  30, 2001 was  primarily  due to an  expansion  of the general
operations of the Company,  including legal,  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 nine  months  was  $1,200 and
represented  compensation to its president;  this compares with  compensation to
its president of $28,129 for the nine months ended September 30, 2000.

Balance Sheet Data

The Company's  combined cash and cash equivalents  totaled $7,143 for the period
ending  September  30,  2001.  This is an increase of $2,989 from $4,154 for the
period ending September 30, 2000

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 activtiies.


                                       11
<PAGE>

Property and equipment was valued at $67,010 for the period ending September 30,
2001 and this  represents  an increase of $36,690 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

               None

Item 2         Changes in Securities

               None

Items 3        Defaults upon Senior Securities

               None

Item 4         Submission of Matters to a Vote of Security Holders

               None

Item 5         Other Information

               None

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 September 30, 2001.


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:    November 14, 2001




                                       12