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


                       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, 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              (I.R.S. Employer Identification No.)
of incorporation or organization)


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  6,651,372  on  March  31,  2001.

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


<PAGE>
                                 Fonecash, Inc.
                        Quarterly Report on Form 10-QSB
                    For the Quarter Ended on March 31, 2001

                                Table of Contents

Part  I.       FINANCIAL  INFORMATION

Item  1        Consolidated  Financial  Statements  (Unaudited)

               Balance  Sheets  as  of  March  31,  2001  and  December 31, 2000

               Statement  of  Operations for Three Month Period Ending March 31,
               2001

               Statement  of  Cash  Flow for Three Month Period Ending March 31,
               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>
                              STEWART H. BENJAMIN
                       CERTIFIED PUBLIC ACCOUNTANT, P. C.
                              27 SHELTER HILL ROAD
                              PLAINVIEW, NY 11803
                            TELEPHONE: (516) 933-9781
                            FACSIMILE: (516) 827-1203


To the Board of Directors and Stockholders
FoneCash,  Inc.
New  York,  New  York

I have reviewed the accompanying balance sheets of FoneCash, Inc. (a development
stage  company)  as  of  March  31,  2001 and December 31, 2000, and the related
statements  of  operations,  stockholders'  equity and cash flows, for the three
months  ended  March  31,  2001 and 2000, and for the period from August 7, 1997
(inception),  to  March 31, 2001, in accordance with the statements on Standards
for Accounting and Review Service, issued by the American Institute of Certified
Public  Accountants.  All  information included in these financial statements is
the  representation  of  the  management  of  FoneCash,  Inc.

A  review  consists  principally  of  inquiries  of Company personnel analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which  is  the expression of an opinion regarding the financial statements taken
as  a  whole.  Accordingly,  I  do  not  express  such  an  opinion.

Based  on my review, I am not aware of any material modifications that should be
made  to  the  accompanying  financial  statements  in  order  for them to be in
conformity  with  generally  accepted  accounting  principles.

/s/  Stewart  H.  Benjamin
Certified  Public  Accountant,  P.C.

Plainview,  New  York
June  4,  2001


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                  FONECASH, INC
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS
                                     ------


                                                       March 31     December 31
                                                         2001          2000
<S>                                                  <C>           <C>
Current assets:
   Cash                                              $       464   $      1,822
    Accounts receivable                                    6,020            ---
   Inventory                                             207,200         35,000
   Prepaid expenses                                       25,000         25,000
                                                     ------------  -------------
                                                         238,684         61,822
                                                     ------------  -------------


Property and equipment, net                               85,355        103,700
                                                     ------------  -------------
Other assets:
   Patent rights, net                                      2,750          3,000
   Other                                                      98            116
                                                     ------------  -------------
                                                           2,848          3,116
                                                     ------------  -------------
                                                     $   326,887   $    168,638
                                                     ============  =============


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


Current liabilities:
   Accounts payable                                  $   158,715   $     83,513
   Due to an officer/stockholder                         128,571            683
   Note payable                                          120,479        122,953
                                                         407,765        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            665            595
Additional paid-in capital                             2,067,673      1,801,743
Treasury stock, 500 shares at cost                        (1,500)        (1,500)
Deficit accumulated during the development stage      (2,147,716)    (1,839,349)
                                                     ------------  -------------
          Total stockholders' equity                     (80,878)       (38,511)
                                                     ------------  -------------

                                                     $   326,887   $    168,638
                                                     ============  =============
</TABLE>

See  accompanying  notes  and  accountant's  review  report


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                         FONECASH, INC.
                                 (A Development Stage Company)
                                    STATEMENTS OF OPERATION

                                                  Three           Three          Aug.7,1997
                                               Months Ended    Months Ended    (Inception) to
                                                March 31,       March 31,        March 31,
                                                   2001            2000             2001
                                              --------------  --------------  ----------------
<S>                                           <C>             <C>             <C>
Revenue:
    Sales                                     $       6,020              --   $         6,020
    Cost of sales                                     2,800              --             2,800
                                              --------------  --------------  ----------------
        Gross profit                                  3,220              --             3,220
Interest Income                                           6           2,786             5,199
                                              --------------  --------------  ----------------
        Total revenue                                 3,226           2,786             8,419
                                              --------------  --------------  ----------------
                                              --------------  --------------  ----------------

Cost and expenses
   Depreciation                               $      18,345   $      11,232   $       135,270
   Amortization                                         268             268             2,520
   Research and development, related party            9,700          19,172           383,756
   Officer's compensation                             1,200          16,000           271,429
   Impairment of investment in related party                                           50,000
   General and administrative                       282,080          64,996         1,313,160
                                              --------------  --------------  ----------------
                                                    311,593         111,668         2,156,135
                                              --------------  --------------  ----------------

Net loss                                      $    (308,367)  $    (108,882)  $    (2,147,716)
                                              ==============  ==============  ================

Basic and diluted loss per common share       $        (.05)  $        (.03)  $          (.56)
                                              ==============  ==============  ================

Weighted average common shares outstanding    $   6,234,705   $   3,836,338   $     3,820,358
                                              ==============  ==============  ================
----------------------------------------------------------------------------------------------
</TABLE>

              See accompanying notes and accountant's review report


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                   FONECASH, INC.
                                         (A Development Stage Company)
                                 STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
                          FOR THE PERIOD AUGUST 7,1997 (INCEPTION) TO MARCH 31, 2001

                                                                                                    Deficit
                                                               Additional   Treasury    stock     Accumulated
                                            Common     Stock     Paid-in    ---------  --------      from
                                            Shares    Amount     Capital     Shares     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          204,500       20       84,965                                 --
share)
   Net Loss                                       --       --           --                            (95,211)
                                          ----------  -------  -----------  ---------  --------  -------------

Balances, December 31,1998                 2,404,500      240      114,945                           (156,615)
   Sale of common stock($.7622 per         1,098,505      110      837,160                                 --
 share)
   Capital contributed for services               --       --       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          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
                                          ----------  -------  -----------  ---------  --------  -------------
     Net loss for the period                                                                         (308,367)
                                          ----------  -------  -----------  ---------  --------  -------------
Balances, March 31, 2001                   6,651,372  $   665  $ 2,067,873        500  $(1,500)  $(2,147,716))
                                          ==========  =======  ===========  =========  ========  =============

                               See accompanying notes and accountant's review report.
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                            FONECASH, INC
                                   (A Development Stage Company)
                                      STATEMENTS OF CASH FLOW

                                                      Three           Three         Aug. 7,1997
                                                   Months Ended    Months Ended    (Inception) to
                                                    March 31,       March 31,        March 31,
                                                       2001            2000             2001
                                                  --------------  --------------  ----------------
<S>                                               <C>             <C>             <C>
Cash flows from operating activities
   Net loss                                       $    (308,367)  $    (108,882)  $    (2,147,716)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation                                        18,345          11,232           135,270
     Amortization                                           268             268             2,520
     Cash surrender value of life insurance                 ---           4,094               ---
     Common stock issued for services                   266,000              --         1,114,833

     Changes in assets and liabilities:
       (Increase in accounts receivable                  (6,020)            ---            (6,020)
       (Increase) in inventory                         (172,200)        (23,381)         (207,200)
       (Increase) in prepaid expenses                                        --           (25,000)
       Increase (decrease) in accounts payable           75,202          (1,486)          158,715
       Net cash used in operating activities           (126,772)       (118,155)         (974,598)
                                                  --------------  --------------  ----------------

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                          3,091          42,500           150,265
   Repayment of short term debt                          (5,565)         (2,239)         (29,786))
   Increase (decrease) in amounts due t
             officer/stockholder                        127,888             ---           128,571
    Purchase of treasury stock                              ---             ---            (1,500)
   Proceeds from sale of common stock                       ---             ---           953,505
                                                  --------------  --------------  ----------------
       Net cash provided by financing activities        125,414          40,261         1,201,055
                                                  --------------  --------------  ----------------

Net increase (decrease) in cash                          (1,358)        (87,682)              464
Cash at beginning of  period                              1,822         208.702                --
                                                  --------------  --------------  ----------------

Cash at end of period                             $         464   $     121,020   $           464
                                                  ==============  ==============  ================
</TABLE>

             See accompanying notes and accountant's review report.


                                        7
<PAGE>
                                 FONECASH, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION
-------------------------------------------------------

The  financial  statements  presented are those of FoneCash, Inc., a development
stage  company  (the "Company").  The Company was incorporated under the laws of
the State of Delaware on August 7, 1997.  The Company has acquired the rights to
market  a  patented  electronic  terminal  that  is used by retail merchants and
in-home salespersons when payment is made with a credit or debit card.  Revenues
are  expected  to  be generated from sales of the terminals and from transaction
charges  to  banks.

The Company has limited operations and in accordance with Statement of Financial
Accounting  Standards  No.  7 (SFAS #7), the Company is considered a development
stage  company.

These  financial  statements  have  been  prepared  in accordance with generally
accepted  accounting  principles  for  interim  financial  information.  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 full year.

USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS
-------------------------------------------------------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reporting  amounts  of  assets  and  liabilities  and disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period.  Actual results
could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS
----------------------------

For purposes of reporting cash flows, cash and cash equivalents include checking
and  money market accounts and any highly liquid debt instruments purchased with
a  maturity  of  three  months  or  less.

INVENTORY
---------

Inventory  is  stated  at the lower of cost or market, with cost determined on a
first-in,  first-out  basis and market based on the lower of replacement cost or
realizable  value.

PROPERTY  AND  EQUIPMENT  AND  DEPRECIATION
-------------------------------------------

Property  and  equipment  are  stated  at cost.  Depreciation for both financial
reporting  and  income  tax  purposes is computed using the straight-line method
over  the estimated lives of the assets.  Maintenance and repairs are charged to
expense  when  incurred.  When  property  and equipment are retired or otherwise
disposed  of, the related cost and accumulated depreciation are removed from the
respective  accounts  and  any  gain  or  loss is credited or charged to income.


                                        8
<PAGE>
INTANGIBLE  ASSETS
------------------

Intangible  assets  consist  primarily  of patent rights.  Intangible assets are
amortized  on  a  straight-line basis over five years.  Amortization expense was
$268  and $268 for the three months ended March 31, 2001 and 2000, respectively.

LONG-LIVED  ASSETS
------------------

The  Company accounts for long-lived assets in accordance with the provisions of
Statement  of  Financial Accounting Standards (SFAS) No. 121, Accounting for the
Impairment  of  Long-lived  Assets  and for Long-lived Assets to be Disposed Of.
This  statement  requires  that  long-lived  assets  and  certain  identifiable
intangibles  be  reviewed  for  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  Recoverability  of  assets  to  be  held and used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to  be generated by an asset.  If such assets are considered to be impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount  of  the  assets  exceeds  the  fair  value  of the assets.  Assets to be
disposed  of  are  reported  at  the lower of carrying amount or fair value less
costs  to  sell.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------

The fair value of the Company's receivables due to an officer/stockholder is not
practicable  to  estimate  due  to  the  related  party nature of the underlying
transactions  and  the  indefinite  payment  terms.

INCOME  TAXES
-------------

Deferred  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the  years  in  which  those
temporary  differences  are  expected  to  reverse.  The  effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in the statement
of  operations  in  the  period  that  includes  the  enactment  date.


LOSS  PER  COMMON  SHARE
------------------------

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

NOTE  2  -  STOCKHOLDERS'  EQUITY  (DEFICIT)

COMMON  STOCK
-------------

Since  the  date of inception, the Company has issued 5,951,372 shares of common
stock,  which  includes  2,000,000  shares  that  were  issued  to  officers and
directors  of  the Company for services and costs advanced, valued at $.0001 per
share,  200,000  shares  that were valued at $.15 per share, 333,333 shares that
were  valued  at  $.81  per share, 1,466,667 shares that were valued at $.11 per
share,  and  700,000  shares  that  were  valued  at  $.38  per  share.


                                        9
<PAGE>
Dividends  may  be  paid  on  outstanding  shares  as  declared  by the Board of
Directors  from  time  to  time.  Each  share of common stock is entitled to one
vote.

STOCK  OPTIONS
--------------

At  March 31, 2001 the Company has reserved and granted 800,000 shares of common
stock for issuance in connection with the stock option plan at an exercise price
of  $.50  per  share.  No  options  have  been  exercised  as of March 31, 2001.

PREFERRED  STOCK
----------------

No  shares of the Company's no par value preferred stock have been issued or are
outstanding. Dividends, voting rights and other terms, rights and preferences of
the preferred shares have not been designated but may be designated by the Board
of  Directors  from  time  to  time.

NOTE  3  -  INCOME  TAXES

There  is  no  provision  for  income  taxes  since the Company has incurred net
operating  losses.  At  March  31,  2001,  the  Company  has  net operating loss
carryforwards  of  $2,100,232,  which  may be available to offset future taxable
income  through  2021.  A  deferred  tax asset has not been recorded for the net
operating loss carryforwards due to uncertainties as to the ultimate realization
of  the  deferred  tax  asset.

NOTE  4  -  PREPAID  EXPENSES

Prepaid expenses consists of a down payment of $25,000 on April 29, 1999 for the
cost  of  printing  brochures  containing  product and company information.  The
printing  costs  will be charged to income as the brochures are distributed.  No
brochures  have  been  distributed  as  of  March  31,  2001.

NOTE  5  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consisted  of  the  following  at  March  31,  2001:


     Molds                                            $208,500
     Tools  and  test  equipment                        12,125
                                                    ----------
                                                       220,625

     Less  accummulted  depreciation                   135,270
                                                    ----------

                                                     $  85,355
                                                    ----------

Depreciation  expense  of $18,345 was charged to operations for the three months
ended  March  31,  2001.

NOTE  6  -  PATENT  RIGHTS

On  November 1, 1997 the Company entered into a license agreement with Thomas J.
Ulrich.  Under  this  agreement  the  Company  will acquire an exclusive license
under  the licensor's patent rights for U.S. patent number 4,803,719, pertaining
to telephone line powered applications, for the primary purpose of utilizing the
licensor's  invention  through  sales  of products and services.  The Company is
required  to make payments of $30,000 for a non-refundable license execution fee


                                       10
<PAGE>
based  upon  capital  funding,  and  for royalties based upon gross sales of all
licensed  products sold.  As of March 31, 2001 a license execution fee of $5,000
was  capitalized and is being amortized over the remaining life of the patent of
5  years.  The  balance  of  the  license  execution  fee of $25,000 is due upon
funding of an Initial Public Offering or any other financing exceeding $500,000.
The  agreement  also  provides  for  a  royalty  of 3% of the gross sales of all
licensed  products  and an annual minimum fee of $10,000 in 2000 and $20,000 for
each  year  thereafter.  In addition, minimum sales revenues of $500,000 for the
year  2000  to a total $2 million in sales for the year 2003 and thereafter were
agreed  to.  No additional payments were made under the license agreement during
the  year  ended  March  31,  2001.

NOTE  7  -  NOTES  PAYABLE

Notes payable consisted of the following
at March 31, 2001:

Line  of   credit   with   Fleet   Bank,
unsecured,  guaranteed  by the president
of  the Company, interest at 2.75% above
prime,  monthly  payments equal to 2% of
principal  balance,  due  November  2001            $  94,807

SBA note payable to Habib American Bank,
unsecured,  interest   at  2.75%   above
prime,  payable  at  $ 1,650  per  month
including  interest,  due  September  1,
2002                                                    25,672

                                                    $  120,479
                                                    ==========

NOTE  8  -  GOING  CONCERN

The  Company's  financial  statements  have  been  prepared  in  conformity with
principles  of  accounting  applicable  to  a  going  concern.  These principles
contemplate  the  realization  of  assets  and liquidation of liabilities in the
normal course of business. As shown in the financial statements, the Company has
incurred  significant  net  losses  and as of March 31, 2001, reflects a deficit
accumulated  during  the  development  stage of $2,147,716.  The Company has not
commenced  its  planned principal operations.  The Company's continued existence
is dependent on its ability to generate sufficient cash flow or raise additional
capital  to  meet  its  obligations  on  a  timely  basis.  The Company has been
exploring  sources  to  obtain  additional  equity  or  debt financing.  Without
realization  of  additional  capital,  it  would  be unlikely for the Company to
continue as a going concern.  Accordingly, the Company's continuation as a going
concern  is in substantial doubt and the financial statements do not include any
adjustments  that might be necessary should the Company be unable to continue in
existence.

NOTE  9  -  RELATED  PARTY  TRANSACTIONS

The  Company  was  indebted  to  an officer/stockholder for expenses advanced on
behalf  of  the Company, in the amount of $128,571 at March 31, 2001.  There are
no  specific  terms  for  repayment.

The  Company  has  leased  its executive offices and storage facilities from the
president  of  the  Company  under  a  month-to-month  operating lease since the
Company's inception.  Rent expense amounted to $4,300 for the three months ended
March  31,  2001.


                                       11
<PAGE>
The  Company  utilizes  Advance  Data  Information Corporation ("ADI"), a Taiwan
corporation  owned by a director/stockholder of the Company, as its research and
development  laboratory.  Research  and  development  expenses  under  this
arrangement  totaling  $9,700  was charged to operations during the three months
ended  March  31,  2001.

The  Company  purchased  1,000,000  shares  representing  an  8%  interest  in
Tradeandswap.com,  Inc.  ("Trade  and  Swap")  for $50,000.  A consultant of the
Company  is  a  shareholder  and  principal  officer  of  Trade  and  Swap.
Tradeandswap.com,  Inc.  is a privately-held corporation that facilitates barter
and  trade  swaps for individuals and businesses over a proprietary internet web
site.  The  investment  in  Trade  and  Swap  is carried at cost, as there is no
readily  available  market  for  these  shares.  If  an  other-than-temporary
impairment  resulting  from  a  decline in fair value in the investment shall be
considered  to have occurred, the cost basis shall be written down to fair value
as  a  new  cost  basis  and  the  amount of the write-down shall be included in
earnings  as a realized loss.  As of March 31, 2001, the Company has written its
investment  in  Trade  and  Swap  down  to  zero  since no future benefit can be
determined  as  Trade and Swap operates in a volatile industry and has no proven
record  of  success.  An  impairment  loss  of  $50,000 has been reported in the
Statements  of  Operations  in  1999.

NOTE  10  -  CONSULTING  AGREEMENTS

On  February  4,  1998 the Company entered into a consulting agreement with East
Coast  Entertainment,  Inc.  ("ECE")  requiring  payments of $50,000 per year in
monthly  installments  once the Company attains gross revenues of $300,000.  ECE
will  assign  administrative  duties  including  but  not limited to, publicity,
advertising,  public  relations,  investor  relations  programs,  news releases,
hiring  of  all  necessary  outside  contractors  for  any specialized projects,
printing  and  development  of  the Company's annual reports, preparation of any
design,  print  or  art  work,  camera  ready  art,  distribution of reports and
corporate releases to State and Federal securities agencies.  ECE is entitled to
$100,000  annually once the Company achieves $500,000 in gross revenues.  ECE is
entitled  to  participate  in  the Company's stock option plans and group health
plans  pursuant  to  the  same terms that apply to all senior key executives and
other  employees  of  the  Company.  The  agreement  is renewable annually for a
period  of  ten  years.  No expenses have been recognized under this arrangement
for  the  three  months  ended  March  31,  2001.

The  Company  entered  into  another  consulting  agreement  with  Advance  Data
Information  Corporation  ("ADI"),  a  Taiwan  corporation  owned  by  Dr. Wu, a
director/stockholder  of  the Company, in which ADI will act as the research and
development  laboratory  for  the  Company.  The  Company  shall  have exclusive
ownership  rights to any and all products that are developed as a result of this
agreement.  The  Company has issued 200,000 shares of its common stock to Dr. Wu
in August 1997, valued at $.15 per share, 333,333 shares in June 1999, valued at
$.81  per share, and 1,466,667 shares in December 2000, valued at $.11 per share
for  services  rendered.


NOTE  11  -  CONTRACT  FOR  DEPLOYMENT  AND  INSTALLATION  SERVICES

Pursuant to a letter of intent dated June 5, 1999 between the Company and Fusion
Capital  Corp. ("Fusion"), a Florida corporation, the Company agreed to purchase
a  majority  of the common stock of Fusion.  The Company simultaneously issued a
loan  to  Fusion of $37,000 to be granted in 10 installments of $3,700 from June
14,  1999 through August 16, 1999.  Ten separate promissory notes of $3,700 were
executed,  each providing for interest at a rate of 6% and each of the ten notes
payable within 12 months from the date of issuance with the first payment due on
June  14,  2000.  The  balance  due on the notes of $37,990 on December 31, 1999
included  accrued  interest  of  $990.


                                       12
<PAGE>
In  April 2000, the Company entered into negotiations with Fusion for deployment
and  installation  services  for 500 terminals which the Company planned for its
trials  with  merchants  in order to prove its revenue concept.  On May 1, 2000,
the  Company and Fusion entered into a Contract for Deployment and Installation,
whereby  the principal balance of the notes totaling $37,000 was converted to an
advance  payment  pursuant  to  the  contract, as reflected in the statements of
operations,  and  the  accrued  interest  of  $990  was  written  off.

NOTE  12  -  SUBSEQUENT  EVENTS

On  March  21,  2001,  the  Company  entered  into  an agreement to acquire four
companies  in China. On April 10, 2001, pursuant to the agreement with Universal
Venture,  a  British Virgin Island holding company, the Company has acquired all
the  voting  stock  held  by  an original group of shareholders and will own 100
percent  of  the  voting  control  of these companies in return for stock in the
Company.

The  four  acquired  companies are Universal Information Technology, (Hong Kong)
Limited,  a  company  which  has  developed  a  video compression technology for
Internet  and  wireless  applications;  Firstech Ventures (Hong Kong) Limited, a
company  that  locates engineering services for 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.  Combined results of operations of the
companies  acquired will be reflected in the June 30, 2001 financial statements.

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.


                                       13
<PAGE>
The  Company  incurred  operating  losses  of $2,147,716 from Inception to March
31,2001. 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.

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.


                                       14
<PAGE>
Results  of  Operation

General  and  administrative  expenses  during the three months ending March 31,
2001  were  $282,080  as  compared  to  $64,996  for  the  same  period in 2000,
representing an increase of $217,084. The increase during the three month period
ending  March  31,  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  three  months was $1,200 and
represented  compensation  to  its president; this compares with compensation to
its  president  of  $16,000  for  the  three  months  ended  March  31,  2000.

Balance  Sheet  Data

The Company's combined cash and cash equivalents totaled $238,684 for the period
ending  March  31,2001.  This  is  an  increase of $24,140 from $214,544 for the
period  ending  March  31,  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.

Property  and  equipment  was  valued at $85,355 for the period ending March 31,
2001 and this represents an increase of $3,466 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


                                       15
<PAGE>
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,  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:     June  8,  2001
          --------------

Exhibit Index

None


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