UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25






                                                           SEC FILE NUMBER 30536
                                                        CUSIP NUMBER: 0001082594
                           NOTIFICATION OF LATE FILING

(Check One): [  ]  Form 10-K  [  ] Form 20-F  [ ] Form 11-K     [X] Form 10-Q
             [  ]  Form N-SAR

                     For Period Ended: Ended March 31, 2002
                                       --------------------

         [  ]Transition Report on Form 10-K
         [  ]Transition Report on Form 20-F
         [  ]Transition Report on Form 11-K
         [  ]Transition Report on Form 10-Q
         [   Transition Report on Form N-SAR

                           For the Transition Period Ended:____________________


     Read attached  instruction  sheet Before  Preparing  Form.  Please Print or
type.

     Nothing in the form shall be  construed  to imply that the  Commission  has
verified any information contained herein

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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:

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PART I-- REGISTRANT INFORMATION

FoneCash, Inc.
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Full Name of Registrant

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Former Name if Applicable

90 Park Avenue, Suite 1700
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Address of Principal Executive Office (Street and Number)

New York, NY 10016
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City, State and Zip Code



                        PART II-- RULES 12b-25(b) and (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

   |      (a) The reasons  described  in  reasonable  detail in Part III of this
   |      form could not be eliminated without unreasonable effort or expense;
   |
   |      (b) The subject annual report,  semi-annual report,  transition report
   |      on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,  will
   |      be filed  on or  before  the  fifteenth  calendar  day  following  the
[X]|      prescribed  due date;  or the subject  quarterly  report of transition
   |      report on Form 10-Q, or portion thereof will be filed on or before the
   |      fifth calendar day following the prescribed due date; and
   |
   |      c) The  accountant's  statement  or  other  exhibit  required  by Rule
   |      12b-25(c) has been attached if applicable.

                              PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report portion thereof, could not be filed within the prescribed time
period.

          The Company's independent accountants are in the process of completing
     their  review of its  financial  statements  for the period ended March 31,
     2002, and management  believes that this review will be completed after May
     15, 2002, but before May 20, 2002.

                           PART 1V-- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

                  Daniel E. Charboneau                 (212)984-0641
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                         (Name)                 (Area Code)   (Telephone Number)


(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).[ X ] Yes [ ]No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [ ]Yes [ X ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.




FONECASH,  INC, has caused this  notification  to be signed on its behalf by the
undersigned hereunto duly authorized.


 Date: May 15, 2002              By: /s/ Daniel E. Charboneau
                                    --------------------------------
                                    Daniel E. Charboneau
                                    (Principal Financial and Accounting Officer)