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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8115 / July 26, 2002

Administrative Proceeding
File No. 3-10750


In the Matter of
a Registration Statement of

Fonecash, Inc.
90 Park Ave.
New York, NY 10016


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Order Making Findings And Issuing Stop Order Pursuant to Section 8(d) Pursuant to Section 8(d)

I.

On April 8, 2002, the Securities and Exchange Commission ("Commission") issued an Order Fixing Time and Place of Public Hearing and Instituting Proceedings Pursuant to Section 8(d) of the Securities Act of 1933 ("Securities Act") in the Matter of a Registration Statement of FoneCash, Inc. ("FoneCash").

II.

FoneCash has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept as appropriate and in the public interest. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, except the pending civil litigation SEC v. FoneCash, Inc. et al., Civil Action No. 1:02CV00651RJL (D.D.C.), FoneCash, without admitting or denying the accuracy of the allegations in the Division's Statement of Matters or any Order Making Findings and Issuing Stop Order which may be issued pursuant to its Offer, waives any objections to the materiality of those matters and consents to the entry by the Commission of the findings and stop order set forth herein. 1

III.

On the basis of this Order and the Offer submitted by FoneCash, the Commission finds that:

1. On December 26, 2001, FoneCash, with offices located at 90 Park Ave., New York, NY, filed a registration statement with the Commission on Form SB-2. FoneCash filed a preeffective amendment on January 14, 2002. Pursuant to the provisions of Section 8(a) of the Securities Act, the registration statement became effective on January 16, 2002. FoneCash filed post effective amendments on March 6, 2002, March 14, 2002 and March 25, 2002. The post effective amendments have not become effective. FoneCash's registration statement describes the offering as an offering of 7,275,730 shares of FoneCash common stock by certain stockholders of FoneCash who will receive all of the proceeds from the sales, and who may offer their shares, from time to time, through public or private transactions.

2. The registration statement and amendments misrepresent or omit to state material facts required to be stated therein, including but not limited to, failing to disclose that a patent to which FoneCash has rights and which purportedly will not expire until 2004, has lapsed, failing to disclose a substantial increase in the number of shares outstanding, failing to disclose that a contract, attached to the registration statement, pursuant to which FoneCash was to receive an advance of funds, has been voided, and including financial statements audited by an accountant who was not independent, as required by the Commission's regulations governing the offer and sale of securities to the public.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction specified in the Offer submitted by FoneCash.

ACCORDINGLY, IT IS ORDERED that the effectiveness of the registration statement filed by FoneCash and all amendments thereto, be, and it hereby is, suspended.

By the Commission.

Jonathan G. Katz

Secretary

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1 The findings herein are made pursuant to the Offer of Settlement of FoneCash and are not binding on any other person or entity named as a respondent in this or any other proceeding.


http://www.sec.gov/litigation/admin/33-8115.htm


Modified: 07/29/2002