UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

          For the quarterly period ended March 31, 2006
                                        ----------------

[ ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
     1934

           For the transition period from            to
                                        ------------   --------------

           Commission File Number           000-50693
                                            ----------


                                   ZINGO, INC.
         ---------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)


          Nevada                                    71-0915828
----------------------------------       -----------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)


420 N. Nellis Blvd., Suite A3-146
Las Vegas, Nevada                                           89110
-----------------------------------------     -------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code: 877-779-4646
                                                -------------


-----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
                                 last report)



State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 115,000,000 shares of $0.001 par value
common stock outstanding as of May 12, 2006.




Indicate by check mark whether the registrant is a shell company (as  defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

<page>


                                   ZINGO, INC.

                                TABLE OF CONTENTS

                                                                        Page No.
     PART I.  FINANCIAL INFORMATION

     ITEM I - Unaudited Consolidated Financial
          Statements

         Consolidated Balance Sheets as of March 31,
         2006(Unaudited) and December 31, 2005 (Audited)                      4


         Consolidated Statements of Operations
         for the Three Months Ended March 31,
         2006 and 2005 (Unaudited)                                            5


         Consolidated Statements of Cash Flows
         for the Three Months Ended March 31,
         2006 and 2005 (Unaudited)                                            6

         Notes to Consolidated Financial Statements                           7

     ITEM 2 - Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations.                                                          9

     ITEM 3 - Controls and Procedures.                                       10


     PART II. OTHER INFORMATION

     ITEM 1 - Legal Proceedings                                              11

     ITEM 4 - Submission of Matters to Vote of Security Holders.             11

     ITEM 6 - Exhibits                                                       11



     EXHIBIT 31 - Certification pursuant to Section 302 of the Sarbanes-
     Oxley Act of 2002

     EXHIBIT 32 - Certification pursuant to Section 906 of the Sarbanes-
     Oxley Act of 2002


                                      -2-
<page>


                                   ZINGO, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2006


                                      -3-


<page>


ZINGO, INC.
(formerly JavaKingCoffee, Inc.)

CONSOLIDATED BALANCE SHEETS
<table>
<caption>
                                                                                 (Unaudited)
                                                                                   March 31,       December 31,
ASSETS                                                                              2006              2005
----------------------------------------------------------------------------------------------------------------

                                                                            <c>                <c>
Current assets:
  Cash                                                                         $     517,771      $       604
  Accounts receivable, net of allowance for
       doubtful accounts of  $2,465                                                    5,354            5,585
  Inventories                                                                         53,834           11,541
  Prepaid expenses                                                                    98,341           45,207
                                                                               ---------------------------------
                      Total current assets                                           675,300           62,937

Property and equipment, net                                                           58,691           39,458

Other assets                                                                          39,942           40,760
                                                                               ---------------------------------
                                                                               $     773,933      $   143,155
                                                                               =================================

LIABILITIES AND DEFICIT
----------------------------------------------------------------------------------------------------------------
Current liabilities:
  Accounts payable                                                             $      27,024      $    52,357
  Accrued expenses                                                                    20,870           10,591
  Deferred revenues                                                                    2,487            2,065
  Advances from related party                                                      2,186,589        1,036,262
                                                                               ---------------------------------
                      Total current liabilities                                    2,236,970        1,101,275

Stockholders' deficit
  Common stock, $.001 par value, 250,000,000
      shares authorized, 35,000,000 shares issued and
      outstanding at December 31, 2004, 115,000,000
      shares issued and outstanding at December 31, 2005                             115,000          115,000

Par value in excess of assets received                                               (89,205)         (89,205)
Accumulated deficit                                                               (1,487,832)        (983,915)
                                                                               ---------------------------------

                                                                                  (1,462,037)        (958,120)
                                                                               ---------------------------------
                                                                               $     774,933       $   143,155
                                                                               =================================
</table>


SEE NOTES TO FINANCIAL STATEMENTS


                                      -4-

<page>

ZINGO,  INC.
(formerly JavaKingCoffee, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

Three Months ended March 31,
<table>
<caption>
                                                                                     2006                  2005
-----------------------------------------------------------------------------------------------------------------

                                                                          <c>                <c>
                                                                               $     115,894      $     18,152
Cost of sales                                                                        208,517            25,001
                                                                             ------------------------------------
   Gross profit (loss)                                                               (92,623)           (6,849)


General and administrative                                                           411,582            96,318
                                                                             --------------------- --------------
  (Loss) from operations                                                            (504,205)         (103,167)


Other income (expense)                                                                   287                 -

                                                                             --------------------- --------------
Net (loss)                                                                     $    (503,918)     $   (103,167)
                                                                             ====================================


Net (loss) per share                                                           $       (0.01)      $     (0.00)
                                                                             ====================================

Weighted shares outstanding                                                      115,000,000        35,000,000
</table>



SEE NOTES TO FINANCIAL STATEMENTS

                                      -5-

<page>

ZINGO, INC.
(formerly JavaKingCoffee, Inc.)

CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
<table>
<caption>
Three months ended March 31,
                                                                                   2005                2004
-----------------------------------------------------------------------------------------------------------------

                                                                            <c>                <c>
Cash Flows from Operating Activities
Net (loss)                                                                     $    (503,918)     $   (103,167)
Items not affecting cash flows
              Depreciation                                                             3,288             1,775
              Allowance for doubtful accounts                                              -                 -
             (Increase) in accounts receivable                                           231               440
             (Increase) decrease in inventories                                      (42,293)           (5,818)
             (Increase) decrease in prepaid expenses                                  23,750            21,649
             Increase in accounts payable and accrued expenses                       (15,054)           11,804
             Increase in deferred revenue                                                422                 -
                                                                            -------------------------------------
                        Net cash (applied to) operating activities                  (533,574)          (73,317)

Cash Flows from Investing Activities
             Purchase of property and equipment                                      (22,520)          (22,658)
             Increase in other assets                                                (77,066)           (6,850)
                                                                            -------------------------------------
                        Net cash (applied to) financing activities                   (99,586)          (29,508)


Cash Flows from Financing Activities
             Cash provided by parent majority shareholder                          1,150,327           101,049
                                                                            -------------------------------------
                        Net cash provided by financing activities                  1,150,327           101,049
                                                                            -------------------------------------

Increase (decrease) in cash                                                          517,167            (1,776)

Cash at beginning of period                                                              604             1,776
                                                                            -------------------------------------

Cash at end of period                                                          $     517,771      $          -
                                                                            =====================================
</table>




SEE NOTES TO FINANCIAL STATEMENTS

                                      -6-

<page>

Zingo, Inc.
(formerly JavaKingCoffee, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1. Financial Statement Presentation
The  financial  statements  have been  prepared in  accordance  with  Securities
Exchange Commission  requirements for interim financial  statements.  Therefore,
they do not  include  all  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the  United  States for  complete  financial
statements.  These financial  statements  should be read in conjunction with the
financial  statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended  December 31, 2005 as filed with the  Securities
Exchange Commission.

The results of operations  for the interim  periods shown in this report are not
necessarily  indicative  of results  to be  expected  for the full year.  In the
opinion of management, the information contained herein reflects all adjustments
necessary  to make the  results  of  operations  for the  interim  period a fair
statement of such  operations.  All such  adjustments are of a normal  recurring
nature.

Note 2. Going Concern
The  Company's  financial  statements  are prepared  based on the going  concern
principle.  That principle anticipates the realization of assets and payments of
liabilities  through the ordinary course of business.  No adjustments  have been
made to reduce the value of any assets or record additional liabilities, if any,
if the Company  were to cease to exist.  The Company  has  incurred  significant
operating losses since inception. These operating losses have been funded by the
issuance of capital and advances  from related  parties (the  Company's  parent,
Hybrid Technologies Inc.) There are no guarantees that the Company will continue
to be able to raise the funds necessary.  Additionally,  the lack of capital may
limit the Company's ability to establish a viable business.

Note 3.  Business combination

Effective  August 8, 2005,  the Company  entered into an  Agreement  and Plan of
Reorganization,  pursuant  to which the  Company  agreed to  acquire  all of the
outstanding  shares of  WhistlerTel,  Inc.,  a Nevada  corporation,  which was a
wholly owned subsidiary of Hybrid Technologies,  Inc. (Hybrid).  The transaction
was  completed on August 19, 2005 by the  issuance  of 80,000,000  shares of the
Company's stock in exchange for all of the outstanding  shares of  WhistlerTel's
common stock.

The business  combination  has been  accounted for as a reverse  acquisition  as
Hybrid has acquired sufficient stock to control the Company. Management believes
that it may be beneficial  to Zingo to have a market for its stock  separate and
apart from the market for the parent company's stock. As a reverse  acquisition,
the capital structure (i.e.) common stock JavaKing remains in existence, but the
reported historical  operations and accumulated deficit are those of WhistlerTel
from  inceptions  (November  2004). No goodwill or other  intangible  asset with
value was identified in the acquisition.

As a  result  of  the  reverse  acquisition,  the  Company  is a   69.56%  owned
subsidiary of Hybrid.


                                      -7-

<page>

Zingo, Inc.
(formerly JavaKingCoffee, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3.  Business combination - continued

The following proforma  statements of operations gives effect to the transaction
as if it had occurred as of the start of the periods presented

             Three months ended March 31, 2005
                                                      pro-forma
                                           As
                                       reported      adjustments    Pro-forma
                                      ------------- ------------- ------------
                                      $              $             $
                    Revenues                18,152             -       18,152
                    Costs and
                    expenses              (121,319)      (12,567)    (133,886)
                                     ------------- ------------- ------------
                                       $             $             $
                    Net (loss)            (103,167)      (12,567)    (115,734)
                                     ============= ============= ============

                    (Loss) per
                    share                    $0.00         $0.00       $0.00


Note 4.  Capital stock

During the year ended  December  31, 2005,  the Company  announced a ten for one
stock  split.  All  information  related  to the  number  of shares or per share
information has been adjusted to reflect this stock split.


                                      -8-

<page>

Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect,
future,   intend  and  similar  expressions  to  identify  such  forward-looking
statements.  You should  not place too much  reliance  on these  forward-looking
statements.  Our  actual  results  are  likely to differ  materially  from those
anticipated in these forward-looking  statements for many reasons, including the
risks faced by us described in this section.

INTRODUCTION

Zingo,  Inc. (the  "Company",  "we", or "us") was  incorporated on July 15, 2002
under the laws of the State of Nevada under the name "Titan Web Solutions, Inc."
On August 18, 2003, we changed our name to "Javakingcoffee, Inc."

We had been  engaged  in the  business  of  offering  a full  range of  business
consulting services to retailers in the specialty coffee industry in China until
August  2005.  On August 18,  2005,  we entered  into an  Agreement  and Plan of
Reorganization,  pursuant to which we agreed to acquire  all of the  outstanding
shares of Whistlertel,  Inc.  ("Whistlertel"),  a Nevada corporation,  which was
formerly a wholly-owned  subsidiary of Hybrid  Technologies,  Inc. On August 19,
2005, we completed the  acquisition  of Whistlertel in exchange for the issuance
of 80,000,000  shares of our common stock, or 69.56% of our  outstanding  common
stock  following  such  issuance.  Through our  Whistlertel  subsidiary we offer
telecommunications services to business and residential customers utilizing VoIP
technology.  We plan to focus our  efforts in many parts of the globe  where the
area is equipped  broadband  access for  Internet  services.  The VoIP system is
developed to work via the Internet  thus  allowing  those  destinations  to have
access to a highly advanced telephone system.

THREE MONTHS ENDED MARCH 31, 2006 AND 2005

We incurred a net loss of $503,918 the three months ended March 31, 2006,  which
included general and administrative costs of $411,582.

We had sales of $115,894 for the three-  month period ended March 31, 2006.  Our
gross loss on our sales for this three month  periods was $96,623.  Our net loss
for the three-month period ended March 31, 2006,  increased from the comparative
period in fiscal 2005 (from  $103,167  in 2005 to  $503,918  in 2006).  This was
primarily  due to an increase in  administrative  costs from  $96,318 in 2005 to
$411,582 in 2006.

PLAN OF OPERATION

At March 31, 2006,  we had a working  capital  deficiency  of  $1,561,670  and a
stockholders' deficit of $1,462,037.

As of the date of this report, we have approximately 3300  subscribers  for  our
telecommunications  services. We believe that our VOIP  systems are working well
and we are poised for  expansion of our customer  base.  We  have  initiated  an
aggressive  marketing  campaign on the Internet and television.

However,  at this point,  the  continuation of the Company as a going concern is
dependent  upon the  continued  financial  support  from our  shareholders,  our
ability to obtain  necessary equity  financing to continue  operations,  and the
attainment of profitable  operations.  Our auditors have  expressed  substantial
doubt concerning our ability to continue as a going concern.

                                      -9-

<page>

As of March 31, 2006, we had cash on hand of $517,771.  Our  liabilities  at the
same date totaled $2,236,970.

Commercial Initiatives

         Our immediate focus is Central and Latin America,  Europe and developed
countries in Asia. We have approximately 3300 active customers as of the date of
this report. We are marketing  our operations on the Internet and through  print
advertising,  using channels to  reach out into the  international  markets. Our
success will depend on our ability  to anticipate and respond to various factors
affecting  the  industry,  including  new  technologies,   changes  in  customer
preferences,   regulatory  changes, demographic trends, economic conditions, and
pricing strategies of competitors.

5.2     Liquidity and Capital Resources

           Since our  incorporation,  we have  financed  our  operations  almost
exclusively  through  the sale of our common  shares to  investors  and  through
advances from our directors. We expect to finance operations through the sale of
equity or advances from our major stockholder, Hybrid Technologies, Inc., in the
foreseeable  future as we do not receive  significant  revenue  from our current
business  operations.  There  is no  guarantee  that we will  be  successful  in
arranging financing on acceptable terms.

              During the  three-month  period ended March 31, 2006,  we received
$1,150,327 in advances from our major shareholder.

         At March 31, 2006, we had $517,771  cash on hand.  Our ability to raise
additional  capital is affected by trends and uncertainties  beyond our control.
We do not currently have any  arrangements  for financing and we may not be able
to find such  financing if required.  Obtaining  additional  financing  would be
subject to a number of factors, including investor sentiment. Market factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.

         Our  auditors  are of the  opinion  that  our  continuation  as a going
concern is in doubt.  Our  continuation  as a going  concern is  dependent  upon
continued financial support from our shareholders and other related parties.


Item 3. Controls and Procedures.

As of the end of the fiscal  quarter  covered by this Form  10-QSB,  the Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Principal  Financial and Accounting  Officer, of the effectiveness of the design
and operation of the Company's  disclosure controls and procedures as defined in
Rule 13a-14 of the Securities  Exchange Act of 1934. Based upon that evaluation,
the Chief  Executive  Officer and  Principal  Financial and  Accounting  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting her to material  information  relating to the Company (including
its consolidated  subsidiaries) required to be included in this Quarterly Report
on Form 10-QSB. There have been no changes in the Company's internal controls or
in other factors which could  significantly  affect internal controls subsequent
to the date the Company carried out its evaluation.


PART II- OTHER INFORMATION

Item 1. Legal Proceedings.

Securities and Exchange Commission Investigation

                                      -10-

<page>

         On February 10, 2006, we received a request for voluntary production of
documents  and  information  pursuant to a Securities  and  Exchange  Commission
("SEC")  informal  inquiry.  The documents  requested  included those related to
press releases we have issued from September 2005 to January 2006.

     On April  24,  2006,  we  received  a  subpoena  from the SEC  issued in an
investigation  initiated by the SEC with  respect to the matters  covered by the
inquiry and a broad range of other matters. The  SEC has  requested  inter alia,
documents  relating  to:  consultants  to  the  Company,  compensation  paid  to
consultants,  press releases and drafts thereof, articles concerning the Company
in newsletter or other publications, participants in drafting press releases and
articles, publication of press releases and articles, and supporting information
for  press  releases  and  companies  referred  to  therein.  Copies of board of
director  minutes and of records of securities  and options  issuances have also
been requested by the SEC  We are cooperating with the  SEC in response to their
request.  Our Chief Executive Officer, Holly  Roseberry,   has been scheduled to
provide testimony to the SEC in this matter.



Item 4. Submission of Matters to a Vote of Security Holders.


     (a) On January 22, 2006,  our board of  directors  approved an amendment to
our Articles of Incorporation  to authorize a new class of 10,000,000  shares of
preferred stock. We obtained shareholder approval for the name change by written
consent on January 23, 2006, from shareholders  holding a majority of the issued
and outstanding shares.

     (c) Shareholders  holding 80,000,000 shares of our common stock, or 69.56%,
of the 115,000,000  issued and  outstanding  shares of our common stock approved
the proposal to amend the  Articles of  Incorporation  for the name change.  The
following  is the result of  stockholder  action on the  proposals to change the
Company's name:


                                                                Abstentions/
Proposal                 Shares in Favor    Shares Against    Broker Nonvotes

Authorize new class         80,000,000            --                  --
of 10,000,000 shares
of preferred stock


Item 6. Exhibits

Ex 3.1a Certificate of Amendment filed August 23, 2005.

Ex 3.1b Certificate of Amendment filed May 10, 2006.

Ex 3.1c Form of Restated Articles of Incorporation.


Ex 31   Certification of Chief Executive Officer and Principal Financial Officer
        Pursuant to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002, filed
        herewith.


Ex 32   Certification of Chief Executive Officer and Principal Financial Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant  to  Section 906
        of the Sarbanes-Oxley Act of 2002,filed herewith.

                                      -11-

<page>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             Zingo, Inc.

                                              /s/Holly Roseberry
                                             --------------------------
                                             Holly Roseberry
                                             President and Director
                                            (Chief Executive Officer and
                                             Principal Financial Officer)
                                             Dated: May 15, 2006

                                      -12-



Exhibit 3.1a


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz



                            Certificate of Amendment
                       (PURSUANT TO NRS 78.385 and 78.390)

Important: Read attached instructions before completing form.

              Certificate of Amendment to Articles of Incorporation
                          For Nevada Profit Corporation
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.   Name of corporation:                  Javakingcoffee, Inc.
2.   The articles have been amended as follows: (provide article
     numbers, if available):

Article I of the Company is amended to read: Zingo, Inc.

4.  Effective date of filing (optional): _______________________________________
                                       (must not be later than 90 days after the
                                       certificate is filed)
5.  Officer Signature (required): /s/ Jason Wu

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.


                                      -13-

<page>

EXHIBIT 3.1b


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

                            Certificate of Amendment
                       (PURSUANT TO NRS 78.385 and 78.390)

Important: Read attached instructions before completing form.

              Certificate of Amendment to Articles of Incorporation
                          For Nevada Profit Corporation
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.     Name of corporation:                  Zingo, Inc.
2.     The articles have been amended as follows: (provide article
       numbers, if available):

         Article IV of the corporation's articles of incorporation is amended to
         read in its entirety as follows:

                  Section  4.01.  The total  number of shares of stock which the
         Corporation  shall have authority to issue is Two Hundred Sixty Million
         (260,000,000),  of which Two Hundred  Fifty Million  (250,000,000)  are
         common stock, having a par value each of One-tenth of One Cent ($0.001)
         per share, and Ten Million  (10,000,000) are preferred stock,  having a
         par value each of One-tenth of One Cent ($0.001) per share.

                  Notwithstanding  the foregoing  these Articles hereby vest the
         Board of Directors  of the  Corporation  with such  authority as may be
         necessary to prescribe  such classes,  series and numbers of each class
         or series of stock.  In addition  the Board is hereby  vested with such
         authority  as  may  be  necessary  to  prescribe  the  voting   powers,
         designations,   preferences,  limitations,  restrictions  and  relative
         rights of each class or series of stock  created.  All classes of stock
         may be issued form time to time without action by the Stockholders.


                  Authority is hereby expressly vested in the Board of Directors
         of the Corporation, subject to the provisions of this Article IV and to
         the limitations  prescribed by law, to authorize the issue from time to
         time of one or more series of preferred  stock and with respect to each
         such  series  to  fix  by  resolution  or  resolutions  adopted  by the
         affirmative  vote  of a  majority  of  the  whole  Board  of  Directors
         providing  for the issue of such  series,  the voting  powers,  full or
         limited,  if any,  of the shares of such  series and the  designations,
         preferences  and  relative,  participating,  optional or other  special
         rights and the qualifications, limitations or restrictions thereof. The
         authority of the Board of  Directors  with respect to each series shall
         include,  but not be  limited  to, the  determination  or fixing of the
         following:

         (a)  The number of shares  constituting  the series and the designation
         of such series;

         (b) The dividend rate on the shares of such series,  the conditions and
         dates upon which such  dividends  shall be payable,  the relation which

                                      -14-

<page>

         such dividends  shall bear to the dividends  payable on any other class
         or classes or series of the  Corporation's  capital stock,  and whether
         such dividends shall be cumulative or non-cumulative;

         (c) Whether the shares of such series shall be subject to redemption by
         the  Corporation at the option of either the  Corporation or the holder
         or both or upon  the  happening  of a  specified  event,  and,  if made
         subject to any such redemption,  the times or events,  prices and other
         terms and conditions of such redemption;

         (d)  The terms and amount of any sinking fund provided for the purchase
         or redemption of the shares of such series;

         (e) Whether or not the shares of such series shall be convertible into,
         or  exchangeable  for,  at the  option  of  either  the  holder  or the
         Corporation or upon the happening of a specified  event,  shares of any
         other  class or  classes  or any other  series of the same or any other
         class or classes of the Corporation's  capital stock, and, if provision
         be made for conversion or exchange, the times or events, prices, rates,
         adjustments,  and other terms and  conditions  of such  conversions  or
         exchanges;

         (f)  The  restrictions,  if  any,  on  the  issue  or  reissue  of  any
         additional preferred stock;

         (g) The rights of the  holders of the  shares of such  series  upon the
         voluntary or involuntary liquidation,  dissolution or winding up of the
         Corporation, and the relative rights of priority, if any, of payment of
         shares of that series; and

         (h) The provisions as to voting,  optional  and/or other special rights
         and preferences, if any.


Dividends on outstanding shares of preferred stock shall be paid or declared and
set apart for payment  before any  dividends  shall be paid or declared  and set
apart for payment on the common stock with respect to the same dividend period.

    If upon any voluntary or involuntary liquidation,  dissolution or winding up
    of the  Corporation,  the assets  available for  distribution  to holders of
    shares of preferred  stock of all series shall be  insufficient  to pay such
    holders the full preferential  amount to which they are entitled,  then such
    assets  shall be  distributed  ratably  among the  shares  of all  series of
    preferred  stock in  accordance  with the  respective  preferential  amounts
    (including  unpaid  cumulative  dividends,  if  any)  payable  with  respect
    thereto.

Section 4.02. No Preemptive Rights.  Unless otherwise determined by the Board of
Directors,  holders  of  the  stock  of  the  Corporation  shall  not  have  any
preference,  preemptive right, or right of subscription to acquire any shares of
the Corporation authorized, issued or sold, or to be authorized, issued or sold,
and convertible into shares of the Corporation, nor to any right of subscription
thereto.


Section 4.03. Non-Assessability of Shares. The shares of the Corporation,  after
the  amount of the  subscription  price has been  paid,  in money,  property  or
services,  as the Directors shall determine,  shall not be subject to assessment
to pay the debts of the  Corporation,  nor for any other  purpose,  and no Stock
issued as fully paid shall ever be assessable  or assessed,  and the Articles of
Incorporation shall not be amended in this particular.


                                      -15-

<page>

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favour of the amendment is: majority.


4.  Effective date of filing (optional): ____________________________________
                                        (must not be later than 90 days after
                                         the certificate is filed)

5.  Officer Signature (required): /s/ Holly Roseberry



*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.




Exhibit 3.1c

                   FORM OF RESTATED ARTICLES OF INCORPORATION

                                       OF

                                   ZINGO, INC.

                              a Nevada Corporation

                                    ARTICLE I

                                      NAME

                         The name of the Corporation is
                                  ZINGO, INC.

                                   ARTICLE II

                       RESIDENT AGENT & REGISTERED OFFICE


Section 2.01. Resident Agent. The name and address of  the  Resident  Agent  for
service of  process  is  Holly  Roseberry,  420 N.  Nellis Blvd.,  Suite A3-146,
Las Vegas, NV 89110.


Section 2.02. Registered Office. The address of its Registered Office is  420 N.
Nellis Blvd., Suite A3-146, Las Vegas, NV 89110.


Section 2.03. Other Offices.  The Corporation may also maintain officers for the
transaction  of any business at such other places within or without the State of
Nevada as it may from time to time determine.  Corporate  business of every kind
and nature may be  conducted,  and meetings of Directors and  Stockholders  held
outside the State of Nevada with the same effect as if in the State of Nevada.

                                      -16-

<page>

                                   ARTICLE III

                                     PURPOSE

The Corporation is organized for the purpose of engaging in any lawful activity,
within or without the State of Nevada.


                                   ARTICLE IV

                                 SHARES OF STOCK

Section 4.01.  The total number of shares of stock which the  Corporation  shall
have authority to issue is Two Hundred Sixty Million (260,000,000), of which Two
Hundred Fifty Million (250,000,000) are common stock, having a par value each of
One-tenth  of One Cent  ($0.001)  per share,  and Ten Million  (10,000,000)  are
preferred  stock,  having a par value each of One-tenth of One Cent ($0.001) per
share.

Notwithstanding  the foregoing these Articles hereby vest the Board of Directors
of the  Corporation  with such  authority as may be necessary to prescribe  such
classes,  series and numbers of each class or series of stock.  In addition  the
Board is hereby vested with such  authority as may be necessary to prescribe the
voting powers, designations, preferences, limitations, restrictions and relative
rights of each  class or series of stock  created.  All  classes of stock may be
issued form time to time without action by the Stockholders.

Authority  is  hereby  expressly  vested  in  the  Board  of  Directors  of  the
Corporation, subject to the provisions of this Article IV and to the limitations
prescribed  by law,  to  authorize  the  issue  from time to time of one or more
series  of  preferred  stock  and with  respect  to each  such  series to fix by
resolution or resolutions  adopted by the affirmative  vote of a majority of the
whole Board of  Directors  providing  for the issue of such  series,  the voting
powers,  full  or  limited,  if  any,  of the  shares  of  such  series  and the
designations, preferences and relative, participating, optional or other special
rights  and  the  qualifications,   limitations  or  restrictions  thereof.  The
authority of the Board of Directors  with respect to each series shall  include,
but not be limited to, the determination or fixing of the following:

(a)  The number of  shares  constituting  the series and the designation of such
series;

(b) The dividend  rate on the shares of such series,  the  conditions  and dates
upon which such  dividends  shall be payable,  the relation which such dividends
shall bear to the  dividends  payable on any other class or classes or series of
the Corporation's  capital stock, and whether such dividends shall be cumulative
or non-cumulative;

(c)  Whether  the shares of such series  shall be subject to  redemption  by the
Corporation  at the  option of either the  Corporation  or the holder or both or
upon the  happening  of a  specified  event,  and,  if made  subject to any such
redemption,  the times or events,  prices and other terms and conditions of such
redemption;

(d)  The terms and  amount  of any  sinking  fund provided  for the  purchase or
redemption of the shares of such series;

(e)  Whether or not the shares of such  series  shall be  convertible  into,  or
exchangeable  for, at the option of either the holder or the Corporation or upon
the happening of a specified event,  shares of any other class or classes or any
other  series of the same or any other  class or  classes  of the  Corporation's
capital stock,  and, if provision be made for conversion or exchange,  the times
or events,  prices, rates,  adjustments,  and other terms and conditions of such
conversions or exchanges;

                                      -17-

<page>

(f)  The  restrictions, if  any,  on  the issue  or  reissue  of  any additional
preferred stock;

(g) The rights of the holders of the shares of such series upon the voluntary or
involuntary liquidation,  dissolution or winding up of the Corporation,  and the
relative rights of priority, if any, of payment of shares of that series; and

(h) The  provisions  as to voting,  optional  and/or  other  special  rights and
preferences, if any.

Dividends on outstanding shares of preferred stock shall be paid or declared and
set apart for payment  before any  dividends  shall be paid or declared  and set
apart for payment on the common stock with respect to the same dividend period.

If upon any voluntary or involuntary  liquidation,  dissolution or winding up of
the  Corporation,  the assets available for distribution to holders of shares of
preferred stock of all series shall be insufficient to pay such holders the full
preferential  amount  to which  they are  entitled,  then such  assets  shall be
distributed  ratably  among the  shares  of all  series  of  preferred  stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends,  if any) payable with respect  thereto.  Section  4.02. No Preemptive
Rights.  Unless otherwise  determined by the Board of Directors,  holders of the
stock of the  Corporation  shall not have any preference,  preemptive  right, or
right of  subscription  to  acquire  any shares of the  Corporation  authorized,
issued or sold, or to be authorized, issued or sold, and convertible into shares
of the Corporation, nor to any right of subscription thereto.
Section 4.03. Non-Assessability of Shares. The shares of the Corporation,  after
the  amount of the  subscription  price has been  paid,  in money,  property  or
services,  as the Directors shall determine,  shall not be subject to assessment
to pay the debts of the  Corporation,  nor for any other  purpose,  and no Stock
issued as fully paid shall ever be assessable  or assessed,  and the Articles of
Incorporation shall not be amended in this particular.



                                    ARTICLE V


                                    DIRECTORS


Section 5.01. Governing  Board.  The members  of  the  Governing  Board  of  the
Corporation shall be styled as Directors.


Section 5.02.  Initial Board of Directors.  The initial Board of Directors shall
consist of not less than one (1), and not more than seven (7) members.  The name
and address of an initial member of the Board of Directors is as follows:

NAME                                                   ADDRESS

Cort W. Christie                                       P.O. Box 27740
                                                       Las Vegas, Nevada 89126

This  individual  shall serve as Director  until the first annual meeting of the
Stockholders  or until his  successor(s)  shall have been elected and qualified.
Section  5.03.  Change in Number of  Directors.  The number of Directors  may be
increased  or  decreased  by a  duly  adopted  amendment  to the  Bylaws  of the
Corporation.


                                      -18-

<page>

                                   ARTICLE VI

                                  INCORPORATOR

The name and address of the incorporator is Nevada Corporate Headquarters, Inc.,
P.O. Box 27740, Las Vegas, Nevada 89126.

                                   ARTICLE VII

                               PERIOD OF DURATION

                The Corporation is to have a perpetual existence.

                                  ARTICLE VIII

                       DIRECTORS' AND OFFICERS' LIABILITY

A Director or Officer of the Corporation  shall not be personally liable to this
Corporation  or its  Stockholders  for damages for breach of fiduciary duty as a
Director or Officer, but this Article shall not eliminate or limit the liability
of a Director or Officer for (i) acts or  omissions  which  involve  intentional
misconduct,  fraud or a knowing violation of law or (ii) the unlawful payment of
distributions. Any repeal or modification of this Article by the Stockholders of
the Corporation  shall be prospective  only, and shall not adversely  affect any
limitation on the personal liability of a Director or Officer of the Corporation
for acts or omissions prior to such repeal or modification.

                                   ARTICLE IX

                                    INDEMNITY

Every person who was or is a party to, or is  threatened  to be made a party to,
or is involved in any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or  investigative,  by reason of the fact that he, or a person of
whom he is the legal  representative,  is or was a  Director  or  Officer of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
Director or  Officers  of another  Corporation,  or as its  representative  in a
partnership,  joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest  extent legally  permissible  under the laws of the
State of Nevada  from time to time  against  all  expenses,  liability  and loss
(including attorneys' fees,  judgments,  fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification  shall be a contract right which may be enforced in any
manner desired by such person.  The expenses of Officers and Directors  incurred
in defending a civil or criminal action,  suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the Director or Officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation.  Such right of indemnification  shall not be exclusion of any other
right which such Directors,  Officers or  representatives  may have or hereafter
acquire,  and, without limiting the generality of such statement,  they shall be
entitled  to their  respective  rights  of  indemnification  under  any  by-law,
agreement,  vote of  Stockholders,  provision of law, or  otherwise,  as well as
their rights under this Article.

Without limiting the application of the foregoing,  the Stockholders or Board of
Directors may adopt  by-laws from time to time with respect to  indemnification,
to provide at all time the fullest indemnification  permitted by the laws of the
State of  Nevada,  and may  cause  the  Corporation  to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  Director  or Officer of the
Corporation,  or is or was serving at the request of the Corporation as Director
or Officer of another  Corporation,  or as its  representative in a partnership,
joint venture, trust or other enterprises against any liability asserted against
such  person and  incurred in any such  capacity or arising out of such  status,
whether or not the Corporation would have the power to indemnify such person.
The  indemnification  provided in this Article shall continue as to a person who
has ceased to be a Director,  Officer, Employee or Agent, and shall inure to the
benefit of the heirs, executors and administrators of such person.

                                      -19-

<page>


                                    ARTICLE X

                                   AMENDMENTS

Subject at all times to the express  provisions  of Section 4.03 which cannot be
amended,  this Corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation or its Bylaws, in the
manner  now  or  hereafter  prescribed  by  statute  or  by  these  Articles  of
Incorporation or said Bylaws,  and all right conferred upon the Stockholders are
granted subject to this reservation.

                                   ARTICLE XI

                               POWERS OF DIRECTORS

In  furtherance  and not in  limitation  of the powers  conferred by statute the
Board of Directors is expressly  authorized:

(1) Subject to the Bylaws, if any, adopted  by the  Stockholders, to make, alter
or  repeal  the  Bylaws  of the Corporation;

(2) To authorize and cause to be executed mortgages and liens, with  or  without
limit as to  amount,  upon the real and  personal  property  of the Corporation;

(3) To authorize and guaranty by the  Corporation  of  securities,  evidences of
indebtedness  and  obligations  of  other  persons,  Corporations  and  business
entities;

(4) To set apart out of any of the  funds  of   the  Corporation  available  for
distributions a reserve or reserves for any proper purpose  and  to abolish  any
such reserve;

(5)  By  resolution, to designate  one  or  more committees, each  committee  to
consist  of  at  least  one  Director  of  the Corporation, which, to the extent
provided in the resolution of in the Bylaws of the Corporation,  shall  have any
may  exercise  the  powers  of the  Board of  Directors in the management of the
business and affairs of  the  Corporation,  and  may authorize the  seal of  the
Corporation to be affixed to all papers which may  require it. Such committee or
committees shall have such name or names as may be  stated in the Bylaws of  the
Corporation  or as may be  determined  from time to  time by resolution  adopted
by the Board of Directors;  and

(6) To authorize the Corporation by its Officers  or agents to exercise all such
powers and to do all   such acts and things as may be exercised or done  by  the
Corporation, except and to the extent that any such statute shall require action
by the  Stockholders of the Corporation  with regard  to  the  exercising of any
such power or the doing of any such act or thing.

In addition to the powers and authorities hereinbefore or  by statute  expressly
conferred  upon them, the Board of Directors may exercise all such powers and do
all such acts and things as may be  exercised or done by the Corporation, except
as  otherwise  provided  herein and by law.

IN WITNESS WHEREOF,  I have  hereunto  set my hand this 15th  day of July, 2002,
hereby  declaring and certifying that the facts stated hereinabove are true.

/s/Cort W. Christie

Cort W. Christie

                                      -20-

<page>

(For Nevada  Corporate  Headquarters, Inc.)

I, NEVADA  CORPORATE HEADQUARTERS, INC. hereby accept as Resident Agent for  the
previously name  Corporation  on 15th day of  July,2002.

 /s/  Dianna R.  Temple

Dianna R. Temple-Office Administrator

(On behalf of Nevada Corporate Headquarters, Inc.)

                                      -21-