Veridigm, Inc. – ‘DEFR14C’ on 3/6/02

On:  Wednesday, 3/6/02   ·   Accession #:  1096906-2-178   ·   File #:  0-30536

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Revised Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14C     Revised Definitive Proxy Information Statement         5     21K 

Document Table of Contents

DEFR14C
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SCHEDULE 14C INFORMATION

 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Filed by the Registrant [X] Filed by a party other than the Registrant [ ]      
Check the appropriate box:                                                      

[ ]   Preliminary Information Statement                                         
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        
[X]   Definitive Information Statement                                          
[ ]   Definitive Additional Materials                                           
[ ]   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12         

FONECASH, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement,
 if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required                                                             
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1)   Title of each class of securities to which transaction applies: 
(2)   Aggregate number of securities to which transaction applies:    
(3)   Per  unit  price  or  other  underlying  value  of  transaction 
           computed  pursuant  to  Exchange  Act Rule 0-11 (set forth the amount
    on which the  filing  fee is  calculated  and state how it was
determined):                                              
(4)   Proposed maximum aggregate value of transaction:                
(5)   Total fee paid:                                                 

[ ] Fee paid previously with preliminary materials.                             
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                
(1)          Amount Previously Paid:                                  

(2)          Form, Schedule or Registration Statement No.:            

(3)          Filing Party:                                            

(4)          Date Filed:                                              

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FONECASH, INC.

 INFORMATION STATEMENT

THIS IS AN INFORMATION STATEMENT,  AND NOT A PROXY STATEMENT.  WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY                   

To All Stockholders of FONECASH, INC.                                           

Please be advised that the Board of  Directors  and the  shareholders  holding a
majority  of  the  shares  eligible  to  vote  of  FONECASH,  INC.,  a  Delaware
corporation  (the  "Company"),  dated January 16, 2002,  each voted to amend the
Certificate  of  Incorporation  of the  Company to change  authorized  number of
shares from  20,000,000  million  shares of Common Stock,  par value $0.0001 and
5,000,000 shares of preferred stock, par value $0.0001,  to 500,000,000  million
shares of Common  Stock,  par value $0.0001 and  10,000,000  shares of preferred
stock,  par value $0.001,  for a total of  510,000,000  shares  authorized  (the
"Authorization Change").                                                        

The Authorization Change is more fully described in the accompanying Information
Statement and the exhibits thereto, which form a part of this Notice.           

Thank you for your support of our company.                                      

Sincerely,                                                                      

Daniel E. Charboneau                                                            
Chairman and President                                                          
New York, New York                                                              

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FONECASH, INC.
90 Park Avenue, Suite 1700
New York, New York 10016
(212) 984-0641

 INFORMATION STATEMENT

 GENERAL

     This  Information  Statement  is furnished  in  connection  by the Board of
Directors of FONECASH, INC. (the "Company"),  in connection with the stockholder
approval of certain  amendments to the  Certificate of  Incorporation  and other
actions taken.                                                                  

     The  Company's  Board of Directors  approved the  resolution on January 16,
2002, and a Written Consent of Shareholders was executed dated as of January 16,
2002.                                                                           

     As a result of these actions,  the Company will,  effective upon the filing
of a Certificate  of Amendment  with the Secretary of State of Delaware,  change
its authorized capital.                                                         

SECURITY OWNERSHIP OF CERTAIN                                                   
BENEFICIAL OWNERS AND MANAGEMENT                                                

     The following  table sets forth certain  information  as of the Record Date
concerning the beneficial ownership of the Common Stock, (i) by each stockholder
who is  known  by  the  Company  to  own  beneficially  in  excess  of 5% of the
outstanding  Common  Stock;  (ii)  by each  director;  (iii)  by each  executive
officer;  and (iv) by all executive officers and directors as a group. Except as
otherwise  indicated,  all persons  listed  below have (i) sole voting power and
investment  power with  respect to their shares of Common  Stock,  except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.          

     Name & Address of            Amount Shares               % of Class
  Beneficial Owner           Beneficially Owned              Owned
       -----------------------  ----------------------       ---------------
 Daniel E. Charboneau           4,111,387                  29.0%
215 Central Park Ave.                                         
Hartsdale, NY 10530                                           

 John Jiann-Shong Wu            2,000,000                  14.0%
21 Street, 6 Fl,                                              
No. 211                                                       
Chung-Cheng 4 Road                                            
Kaoshiung, Taiwan                                             

Total Shares of Officers                                                        
and Directors as a Group (2 persons)    6,046,387                  43.0%        

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DEFR14C
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APPROVAL OF AUTHORIZATION CHANGE

The Board of  Directors  and the  shareholders  holding a majority of the shares
eligible to vote of FONECASH,  INC.,  a Delaware  corporation  (the  "Company"),
dated January 16, 2002, each voted to amend the Certificate of  Incorporation of
the Company to change authorized number of shares from 20,000,000 million shares
of Common Stock,  par value $0.0001 and 5,000,000 shares of preferred stock, par
value $0.0001,  to 500,000,000 million shares of Common Stock, par value $0.0001
and  10,000,000  shares of preferred  stock,  par value  $0.001,  for a total of
510,000,000  shares  authorized  by  means  of an  amendment  to  the  Company's
Certificate  of  Incorporation.  The Board of Directors has adopted  resolutions
approving  the  Authorization  Change and  recommending  that the  Authorization
Change be  submitted  to the  Stockholders  for their  approval  at the  Special
Meeting.  The proposed  amendment to the Certificate of  Incorporation  has been
approved by the requisite number of shares of Common Stock entitled to vote on a
Written Consent in Lieu of Shareholder's  Meeting,  the Authorization Change and
the  amendment  to  the  Company's  Certificate  of  Incorporation  will  become
effective  upon the filing of a  Certificate  of  Amendment  of  Certificate  of
Incorporation with the Secretary of State of Delaware.                          

     Holders of shares of the  Company's  Common  Stock do not and will not have
preemptive rights pursuant to the Company's  Certificate of  Incorporation.  The
increase  in the  authorized  number of shares of Common  Stock is  intended  to
provide sufficient shares of Common Stock to be issued for future financing.    

     The Board of Directors  determined that it was in the best interests of the
Company to make this  change at this time,  due to the fact that the Company has
issued almost the entire  authorized  amount of shares,  or has  commitments  to
raise  capital  by the  issuance  of  additional  shares  that  will  result  in
additional  shares being issued over the amount set forth in the  Certificate of
Incorporation. Accordingly, the Board of Directors decided that Article "FOURTH"
of the Company's  Certificate  of  Incorporation  would be amended to change the
Company's  authorized capital to 500,000,000  million shares of Common Stock and
10,000,000  shares of preferred  stock. No other change to any of the rights and
preferences of the Common Stock or Preferred is being made.                     

     Additional  authorized shares may be issued on such terms and at such times
as  the  Board  of  Directors  may  determine  without  further  action  by  the
shareholders,  unless otherwise  required by the applicable laws or regulations.
Except in certain cases such as a stock dividend or stock split, the issuance of
additional  shares will have the effect of diluting the voting power of existing
shareholders and therefore may have an anti-takeover effect.                    

                                        By Order of the Board of Directors

                     /s/Judy S. Park
                                --------------------------
                  Judy S. Park
                         Corporate Secretary

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EXHIBIT A                                                                       
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

     FoneCash, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,                           

DOES HEREBY CERTIFY:                                          

     FIRST:  That at a meeting of the Board of Directors of the Corporation held
on December 27, 2001,  resolutions  were duly adopted  setting  forth a proposed
amendment of the Certificate of  Incorporation  of said  Corporation,  declaring
said amendment to be advisable and calling a special meting of the  stockholders
of said corporation for consideration  thereof. The resolution setting forth the
proposed amendment is as follows:                                               

RESOLVED,  that the certificate of  incorporation of this Corporation be amended
by changing  Article FOURTH  thereof so that, as amended,  said Article shall be
and read as follows:                                                            

"Fourth:  The total  number  of  shares  of stock  which the
Corporation shall have authority to issue is 510,000,000. Of such     
shares, five hundred million (500,000,000) are to be Common Stock     
with  a  par  value  of  $0.0001   per  share  and  ten   million     
(10,000,000)  are to be  Preferred  Stock,  with a par  value  of     
$0.0001 per share."                                                   

     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
the Stockholders owning a majority of the outstanding shares of the Common Stock
of said Corporation was duly executed,  approving the above amendment and notice
of said action by written  consent,  was  furnished to all  stockholders  of the
Corporation  pursuant to Section 228 of the General Corporation Law of the State
of Delaware.                                                                    

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.                                                                       

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.                                                    

     IN WITNESS THEREOF, said FoneCash,  Inc., has caused this certificate to be
signed by Daniel E.  Charboneau,  its President and Judy S. Park, its Secretary,
this 16th.day of January, 2002                                                  

                                       By:____________________________
                                       President

                                         Attest:__________________________
                                         Secretary

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14C’ Filing		Date		First		Last			Other Filings
Filed on:		3/6/02							POS AM
		1/16/02		2		4			DEF 14C,  PRE 14C
		12/27/01		5
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