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 September 30, 2002
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         [  ]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
          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 September 30, 2002, and management believes that this review will
         be completed after November 15, 2002, but before Novembe 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: November 14, 2002     By: /s/ Daniel E. Charboneau
                                   ---------------------------------------------
                                   Daniel E. Charboneau
                                   (Principal Financial and Accounting Officer)