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


                       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 June 30, 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 53,074,056 on June 30, 2002.

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<PAGE>


                                 Fonecash, Inc.
                         Quarterly Report on Form 10-QSB
                     For the Quarter Ended on June 30, 2002

                                Table of Contents

Part I.           FINANCIAL INFORMATION

Item 1            Consolidated Financial Statements (Unaudited)

                  Balance Sheets as of June 30, 2002 and December 31, 2001

                  Statement of Operations for the Period Ending June 30, 2002

                  Statement of Cash Flow for the Period Ending June 30, 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 5 registration statement, along with all exhibits,
                  submitted on May , 2000


                                       i
<PAGE>
<TABLE>
<CAPTION>

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


                                         ASSETS
                                         ------

                                                             June 30,       December 31,
                                                               2002             2001
                                                            -----------     -----------
<S>                                                         <C>            <C>
Current assets:
    Cash                                                    $    13,788     $      --
    Accounts receivable                                          10,840          10,840
    Stock subscriptions receivable                               25,694            --
    Inventory                                                   177,800         177,800
    Prepaid expenses                                             25,000          25,000
                                                            -----------     -----------
                                                                253,122         213,640
                                                            -----------     -----------

Property and equipment, net                                      16,906          30,320
                                                            -----------     -----------

Other assets:
    Patent rights, net                                            1,500           2,000
    Other                                                          --              --
                                                            -----------     -----------
                                                                  1,500           2,000
                                                            -----------     -----------

                                                            $   271,528     $   245,960
                                                            ===========     ===========


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

Current liabilities:
    Accounts payable                                        $   150,991     $   161,478
    Due to officer/stockholder                                  472,582         478,691
    Notes payable                                               181,601         196,024
                                                            -----------     -----------
                                                                805,174         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 -
        53,074,056 shares in 2002 and 14,899,056 in 2001          5,307           1,490
    Additional paid-in capital                                4,244,453       3,127,624
    Treasury stock, 500 shares at cost                           (1,500)         (1,500)
    Deficit accumulated during the development stage         (4,781,906)     (3,717,847)
                                                            -----------     -----------
                                                               (533,646)       (590,233)
                                                            -----------     -----------

                                                            $   271,528     $   245,960
                                                            ===========     ===========


                   See accompanying notes to the financial statements.

                                            1
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

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


                                                   Six            Six         Aug. 7, 1997
                                               Months Ended   Months Ended   (Inception) to
                                                 June 30,       June 30,        June 30,
                                                  2002            2001            2002
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Revenue:
  Sales                                       $       --      $     15,660    $     10,840
  Cost of sales                                       --             8,524           5,662
                                              ------------    ------------    ------------
    Gross profit                                      --             7,136           5,178
  Interest income                                       17               7           5,228
                                              ------------    ------------    ------------

    Total revenue                                       17           7,143          10,406
                                              ------------    ------------    ------------

Costs and expenses:
  Depreciation                                      13,414          36,690         203,719
  Amortization                                         500             537           3,868
  Research and development, related party             --             9,700         432,256
  Officer's compensation                           223,000           1,200         936,429
  Impairment of investment in related party           --              --            50,000
  Impairment of investment in subsidiaries            --           450,000         450,000
  General and administrative                       827,162         434,086       2,716,040
                                              ------------    ------------    ------------
                                                 1,064,076         932,213       4,792,312
                                              ------------    ------------    ------------

Net loss                                      $ (1,064,059)   $   (925,070)   $ (4,781,906)
                                              ============    ============    ============

Basic and diluted loss per common share       $       (.04)   $       (.13)
                                              ============    ============

Weighted average common shares outstanding      27,584,166       6,919,720
                                              ============    ============



</TABLE>








                     See accompanying notes to the financial statements.

                                              2


<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 June 30, 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 ($.011 per share)          14,275,000         1,427      163,219         --           --            --

    Common stock issued for services,
        valued at $.04 per share                    23,900,000         2,390      953,610         --           --            --

    Net loss for the period                                                                                            (1,064,059)
                                                   -----------   -----------  -----------  -----------  -----------   -----------

Balances, June 30, 2002                             53,074,056         5,307    4,244,453          500       (1,500)   (4,781,906)
                                                   ===========   ===========  ===========  ===========  ===========   ===========


                                        See accompanying notes to the financial statements.

                                                                 3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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


                                                                  Six             Six         Aug. 7, 1997
                                                              Months Ended    Months Ended   (Inception) to
                                                                June 30,        June 30,         June 30,
                                                                  2002            2001             2002
                                                               -----------     -----------     -----------
<S>                                                            <C>             <C>             <C>
Cash flows from operating activities:
    Net loss                                                   $(1,064,059)    $  (925,070)    $(4,781,906)
    Adjustments to reconcile net loss to net
         cash used in operating activities
         Depreciation                                               13,414          36,690         203,719
         Amortization                                                  500             537           3,868
         Common stock issued for services                          956,000         386,000       2,663,609
         Common stock issued in acquisition of subsidiaries           --           450,000         450,000
         Write-down of lost inventory                                 --              --            26,538
         Changes in assets and liabilities
            Increase in accounts receivable                           --           (15,660)        (10,840)
            (Increase) decrease in inventory                          --          (166,476)       (204,338)
            Increase in prepaid expenses                              --              --           (25,000)
            Increase (decrease) in accounts payable                (10,487)         84,750         150,991
                                                               -----------     -----------     -----------
    Net cash used in operating activities                         (104,632)       (149,229)     (1,523,359)
                                                               -----------     -----------     -----------

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          15,972         244,949
    Repayment of short-term debt                                   (17,048)        (15,974)        (63,348)
    Increase (decrease) in amounts
       due to an officer/stockholder                                (6,109)        139,707         472,582
    Purchase of treasury stock                                        --              --            (1,500)
    Proceeds from sale of common stock                             138,952          10,000       1,110,457
                                                               -----------     -----------     -----------
    Net cash provided by financing activities                      118,420         149,705       1,763,140
                                                               -----------     -----------     -----------

Net increase (decrease) in cash                                     13,788             476          13,788
Cash at beginning of period                                           --             1,822            --
                                                               -----------     -----------     -----------

Cash at end of period                                          $    13,788     $     2,298     $    13,788
                                                               ===========     ===========     ===========


                            See accompanying notes to the financial statements.

                                                     4

</TABLE>

<PAGE>

                         FONECASH, INC AND SUBSIDIARIES
                          (A Development Stage Company)
                                   Form 10QSB
                           Quarter Ended June 30, 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  18,500,000  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 14,275,000  shares of common
stock at an average price of $.01 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.



                                       5
<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  $4,781,906  from  Inception to June
30,2002. 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.


                                       6
<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 period ending June 30, 2002 were
$827,162 as compared to $434,086  for the same period in 2001,  representing  an
increase of $393,076. The increase during the three month period ending June 30,
2002 was primarily due to cost  associates  with legal,  accounting and printing
associated with the filing of various documents with the Securities and Exchange
Commission,  as well as cost associated with the for mailing of annual report to
investors.

Compensation  and related  benefits  during  these three months was $223,000 and
represented compensation to its consultant; but not to its president whose total
compensation for the three months ended June 30, 2002. amounted $2,000.


Balance Sheet Data

The Company's combined cash and cash equivalents totaled $253,122 for the period
ending June 30,2002. This is an increase of $39,482 from $213,640 for the period
ending June 30, 2001


                                       7
<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 $16,906 for the period ending June 30, 2002
and this  represents  an decrease of $13,414  representing  depreciation  on the
molds which 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.  On May 21, 2002, The Company  executed an Offer of Settlement to the
administrative  proceeding  agreeing  to allow the  Commission  to  suspend  the
Registration  Statement and all amendments previously filed by the Company. This
agreement and the Consent to the findings  contained  therein are limited solely
to the Proceeding  and any other  proceeding to which the Commission is a party,
except the pending Civil Action,  and are made without  admitting or denying the
accuracy of the  allegations  in the  Commission's  Statement  of Matters or any
Order Making Finding and Issuing Stop Order which may be issued.



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.  On May 9, 2002, The Company  executed and entered into a
consent of  Preliminary  Injunctions  in the pending  action.  This  Consent was
without admitting or denying the allegations of the Commission's Complaint.  The
proposed  Order enjoins the Company from  violating,  directly or indirectly the
Rules of the Securities Act of 1933 as cited in the Complaint.


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.



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



                                       8
<PAGE>

$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.


     Item 2 Changes in Securities

     On June  29,  2002,  200,000,000  shares  of the  Company's  common  stock,
previously  issued to Hedley Finance,  Ltd. and deposited into an escrow account
in  London,  were  returned  to the  Company's  transfer  agent.  All 4000 stock
certificates  issued  in values of 50,000  shares  each were  cancelled  and the
records of the Company were adjusted.

     During the period ending June 30, 2002, the Company issued 9,825,000 shares
of common stock to non-domestic investors for cash in accordance with Regulation
S.


     Items 3 Defaults upon Senior Securities

     None


     Item 4 Submission of Matters to a Vote of Security Holders

The Company amended and restated its Certificate of  Incorporation,  authorizing
the Company to issued one or more series of the  Preferred  Stock.  The Board of
Directors of the Company  approved  this  amendment  and obtained the  necessary
approval  of a  majority  of  the  shareholders.  The  Company  filed  Form  14C
Information with the Securities and Exchange Commission on June 11, 2002.


                                       9
<PAGE>

     Item 5 Other Information
            Regulation FD Disclosure

     Certification  Pursuant to 18 U.S.C.,  Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

     I,  Daniel E.  Charboneau,  Chief  Executive  Officer  and Chief  Financial
Officer of FoneCash,  Inc. (the  "Company"),  certify pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C., Section 1350, that::

E.   the Company's  Quarterly Report on Form 10-QSB for the fiscal quarter ended
     June 30, 2002, as files with the Securities and Exchange  Commission on the
     date hereof (the "Report") fully complies with the  requirements of Section
     13(a) or 15(d) for the Securities Exchange Act of 1934; and

F.   the information  contained in the Report fairly  presents,  in all material
     respects,  the financial  condition and results of operation of the Company
     for the period presented therein.

                                                     /s/Daniel E. Charboneau
                                                     Chief Executive Officer
                                                     Chief Financial Officer

                                                     August 19, 2002


     Item 6 Exhibits and reports on Form 8-K

          a.   Exhibit Index

          b.   Reports of Form 8-K

     On June 7, 2002,  the Company filed an 8-K with the  Commission,  reporting
the Offer of Settlement to the Administrative  Hearing brought by the Commission
against the Company, and the Consent to the Preliminary Injunctions in the Civil
Action pending in the United States District Court, District Court in Columbia.

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:    August 19, 2002




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