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

                For Period Ended:   Year ended December 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

--------------------------------------------------------------------------------

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

         -------------------------------------------------------------
         PART I-- REGISTRANT INFORMATION

         FoneCash, Inc.
         -------------------------------------------------------------
         Full Name of Registrant

         -------------------------------------------------------------
         Former Name if Applicable

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

         New York, NY 10016
         -------------------------------------------------------------
         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
    [X]          |  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 audit of its financial statements for the year ended
         Decenber 31, 2002, and management believes that this audit will be
         completed March 31, 2003, but before April 15, 2003.

                           PART 1V-- OTHER INFORMATION

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

                  Daniel E. Charboneau                  (212)984-0641
          ----------------------------------------------------------------------
                      (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: March 31, 2003      By: /s/ Daniel E. Charboneau
                                    --------------------------------------------
                                    Daniel E. Charboneau
                                    (Principal Financial and Accounting Officer)