U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A



(Mark One)

[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



OR



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________





COMMISSION FILE NUMBER: 0-29447





ECASH, INC.

Exact Name of Company as Specified in Its Charter)



|Delaware                                       |  | 52-2171803                           
|---------------------------------------------- |  | -------------------------------------
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification No.:)













2535 Pilot Knob Road, Suite 118, Mendota Heights, Minnesota 55120

(Address of Principal Executive Offices)



(651) 452-1606

(Registrants Telephone Number)



___________________________Avery Sports Turf, Inc.________________________

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)



Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days.  Yes ­­X  No .



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





As of March 31, 2006, the Company had 1,244,015 shares of common stock issued and outstanding.





Transitional Small Business Disclosure Format (check one): Yes ­­  No X.



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|TABLE OF CONTENTS                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                              
|                                                                                                                              
|PART I  FINANCIAL INFORMATION                                                                                                
|                                                                                                                              
|ITEM 1.  FINANCIAL STATEMENTS                                                                                                 
|                                                                                                                              
|REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                
|                                                                                                                              
|BALANCE SHEET AS OF MARCH 31, 2006..                                                                   
|                                                                                                                              
|STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2006                                         
|                                                                                                                              
|STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2006 .     
|                                                                                                                              
|NOTES TO FINANCIAL STATEMENTS ..                                                                      
|                                                                                                                              
|ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS .
|                                                                                                                              
|ITEM 3.  CONTROLS AND PROCEDURES .                                                                     
|                                                                                                                              
|PART II  OTHER INFORMATION                                                                                                   
|                                                                                                                              
|ITEM 1.  LEGAL PROCEEDINGS                                                                                                    
|                                                                                                                              
|ITEM 2.  UNREGISTERED SALES OF EQUITY  SECURITIES AND USE OF PROCEEDS                                                         
|                                                                                                                              
|ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                                                      
|                                                                                                                              
|ITEM 4.  SUBMISSION OF MATTERS TO A VOTE   OF SECURITY HOLDERS                                                                
|                                                                                                                              
|ITEM 5.  OTHER INFORMATION                                                                                                    
|                                                                                                                              
|ITEM 6.  EXHIBITS                                                                                                             
|                                                                                                                              
|SIGNATURE                                                                                                                     





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PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCAL STATEMENTS.



George Brenner, CPA

A Professional Corporation

10680 W. PICO BOULEVARD, SUITE 260

LOS ANGELES, CALIFORNIA 90064

310/202-6445  Fax 310/202-6494



REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

of Ecash, Inc.

(formerly known as Avery Sports Turf, Inc.)



I have reviewed the accompanying balance sheet of Ecash, Inc. as of March 31, 2006, and the related statements of operations and cash flows for the three months ended March 31, 2006 and 2005. These financial statements are the responsibility of the Companys management.



I conducted my review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.



Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States.



As discussed in Note 4, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. However as discussed in Note 5, the Company has signed a merger agreement which, if effected, may have asignificant  impact on the Company as a going concern.





/s/  George Brenner, CPA

George Brenner, CPA

Los Angeles, California

May 15, 2006 (except for Note 7 June 23, 2006)



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|ECASH, INC.
(formerly Avery Sports Turf, Inc.)
BALANCE SHEET
MARCH 31, 2006
(Unaudited)                             
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|                                                                                                                    
|Assets                                                                                                              
|                                                                                                                    
|Current Assets                                                                                                      
|Cash                                                                                                                
|Note receivable                                                                                                     
|Total current assets                                                                                                
|Total assets                                                                                                        
|                                                                                                                    
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                               
|                                                                                                                    
|Current Liabilities                                                                                                 
|Bank overdraft                                                                                                      
|Accounts payable and accrued expense                                                                                
|Accrued consulting  related party                                                                                  
|Total Current Liabilities                                                                                           
|                                                                                                                    
|Total Liabilities                                                                                                   
|                                                                                                                    
|Shareholders Deficit
Common stock, par value $0.001
authorized 500,000,000 shares,
issued and outstanding 1,244,015
|Additional paid-in capital                                                                                          
|Less: subscriptions receivable $20,000                                                                              
|Deficit                                                                                                             
|Total Shareholders Equity                                                                                          
|Total Liabilities and Shareholders Deficit                                                                         
|                                                                                                                    
|See accompanying notes to financial statements                                                                      





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|ECASH, INC.
(formerly Avery Sports Turf, Inc.)
STATEMENTS OF OPERATIONS
(Unaudited)
|-----------------------------------------------------------------------------------
|                                                                                   
|                                                                                   
|Net Sales                                                                          
|                                                                                   
|Cost of Goods Sold                                                                 
|                                                                                   
|Gross Profit                                                                       
|                                                                                   
|                                                                                   
|Selling, General and Administrative Expenses                                       
|                                                                                   
|Depreciation                                                                       
|                                                                                   
|Interest Expense                                                                   
|                                                                                   
|Income (Loss) from Operations                                                      
|                                                                                   
|Gain or debt forgiveness                                                           
|                                                                                   
|Income Tax                                                                         
|                                                                                   
|Net Income (Loss)                                                                  
|                                                                                   
|Loss Per Common Share
Basic and Diluted                                            
|                                                                                   
|Weighted Average
Number of Common Shares Outstanding                               



See accompanying notes to financial statements



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|ECASH, INC.
(formerly Avery Sports Turf, Inc.)
STATEMENTS OF CASH FLOWS
(Unaudited)          
|---------------------------------------------------------------------------------------------
|                                                                                             
|                                                                                             
|                                                                                             
|Cash Flows From Operating Activities                                                         
|Net income (loss)
Adjustments to reconcile net loss to
net cash used in operating activities:
|Depreciation                                                                                 
|Changes in operating assets and liabilities:                                                 
|Inventory                                                                                    
|Accounts Receivable                                                                          
|Other current assets                                                                         
|Notes payable                                                                                
|Accounts payable and accrued expense                                                         
|Related party payable                                                                        
|                                                                                             
|Net Cash Used In Operating Activities                                                        
|                                                                                             
|Cash Flows From Investing Activities                                                         
|                                                                                             
|Net Cash Used In Investing Activities                                                        
|                                                                                             
|Cash Flows From Financing Activities:                                                        
|Bank overdraft                                                                               
|Cash for stock                                                                               
|Mortgage reduction                                                                           
|                                                                                             
|Net Cash Provided By Financing Activities                                                    
|                                                                                             
|Net Decrease In Cash                                                                         
|                                                                                             
|Cash at Beginning of Period                                                                  
|                                                                                             
|Cash at End of Period                                                                        
|                                                                                             
|Supplemental Disclosure of
Cash Flow Information:
Stock for services                         
|                                                                                             
|Nonmonetary transactions
775,314 shares@ $1.00 per share                                     
|                                                                                             
|                                                                                             

See accompanying notes to financial statements



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ECASH, INC.

(formerly Avery Sports Turf, Inc.)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)



NOTE 1.  BASIS OF PRESENTATION



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of the Companys management, all adjustments (consisting of normal accruals) considered necessary for a fair presentation of these financial statements have been included.



These financial statements should be read in conjunction with the December 31, 2005 audited financial statements contained in the Form 10-KSB.  The operating results for any interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006.



NOTE 2.  HISTORY



Ecash, Inc., formerly Avery Sports Turf, Inc., formerly In-Sports International, Inc., a Delaware corporation (Company), was created as a result of a reverse acquisition with Perma Grass Corporation (Perma), and is engaged in developing a business of distributing and installing artificial grass surfaces for commercial, athletic, residential and child care applications (sometimes known as artificial turf).



The Company was incorporated on March 10, 1994 in the State of Delaware as Beta Acquisition Corp. (Beta) and on September 7, 1995 Beta changed its name to In-Sports International, Inc.  In August 2002, the name was changed to Avery Sports Turf, Inc. The Company name was changed to Ecash, Inc.



NOTE 3.  REVERSE ACQUISITION



In December 1998, the Company acquired 100% of Perma by issuing 9,000,000 shares for all of the shares of Perma. This exchange has been accounted for as a reverse acquisition, under the purchase method of accounting, since the former shareholder of Perma owned a majority of the outstanding stock of the Company after the acquisition.  Accordingly, the combination of the two companies is recorded as recapitalization of shareholders equity of Perma, pursuant to which Perma is treated as the continuing entity for accounting purposes and the historical financial statements presented are those of Perma.  Pro-forma information has not been presented since the transaction was deemed a capital stock transaction rather than a business combination.



Perma was spun off on January 10, 2001.



NOTE 4.  CONTINUED EXISTENCE





As shown in the accompanying interim financial statements, as of March 31, 2006 the Company has  an accumulated deficit of $4,230,972.  The industry in which the Company operated was very dynamic and extremely competitive.  As of March 31, 2006, these factors raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The pending agreement and plan of reorganization when approved by the shareholders (see Note: 5  Agreement and Plan of Reorganization) may have a positive impact on the Company as a going concern.



NOTE 5.  AGREEMENT AND PLAN OF REORGANIZATION



On March 6, 2006 the Company signed an  agreement and plan of reorganization (the Agreement) with Ecash, Inc., a  New Jersey corporation, whose business is the operation of automatic teller machines (ATMs) that are owned and operated by Ecash. Under the terms of the Agreement the Company (i) change  its name  to Ecash, Inc.,(ii) agreed to implement a 1 for 400 reverse stock split of its presently issued and outstanding common stock upon approval from its stockholders, and (iii) agreed to issue 20,000,000 shares of its post-reverse split common stock to the shareholders of Ecash in exchange for all of the issued and outstanding shares of Ecash common stock..



NOTE 6. SUBSEQUENT EVENTS



On May 12, 2006  the  name change and  reverse split of the Companys shares of common stock were approved by its stockholders.  The effective date of the name change is immediate and the date of  the merger agreement and reverse stock split  was effected May 22, 2006.



NOTE 7: RESTATEMENT



For the quarter ended March 31, 2006,  the common stock shares outstanding and the related weighted average number of common shares outstanding were not restated for the reverse stock split of one new share for each 400 shares outstanding.



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The following discussion and analysis of the Companys financial condition and results of operations is based upon, and should be read in conjunction with, its unaudited financial statements and related notes included elsewhere in this Form 10-QSB, which have been prepared in accordance with accounting principles generally accepted in the United States.



Overview.





The Company has no operating entities. The Company was engaged in the business of manufacturing and distributing artificial grass surfaces for commercial, athletic, residential and child care applications (sometimes known as artificial turf. On December 19, 2003, the Company acquired the manufacturing facilities and certain rights to use patents applied for by the former owners of the Georgia facilities





In December 2003, a patent application was filed for a new turf product, PolylonTurf, with the U.S. Patent & Trademark Office.  PolylonTurf is a polyethylene and nylon product sewn through the same common opening that holds 3-5 lbs of crumb rubber infill material per square foot.  It provides improved retainment reducing the amount of infill that escapes into the air above the turf.  The rights to the patent application were assigned by George Avery to the Company on January 19, 2004 as part of the Perma acquisition discussed above.  In addition, on May 10, 2004, Mr. Avery also assigned to the Company a patent application for the Golf Mat, an artificial surface mat for use as a practice-playing surface.



On March 3, 2006 the Company reached an agreement with George and Jural Avery (Avery) to assign the patents pertaining to the turf business to Avery. Under the terms of this agreement the Company will forgo any future claims to the patents and any future revenue stream the patents may earn.  Avery will forgive debts owed to them by the Company and indemnify the Company against any claims pertaining to the acquisition of the building and equipment of the merger agreement date December 19, 2003. The Company will realize a gain on debt forgiveness of  $75,303 from this transaction for debt forgiveness, including accounts payable settlements, during the quarter totaling $ 89,778.





On March 6, 2006 the Company signed an agreement and plan of reorganization (the Agreement)a   with E-Cash, Inc., a  New Jersey corporation, whose business is the operation of automatic teller machines (ATMs) that are owned and operated by E-Cash. The ATM machines are placed in various retail locations including supermarkets, convenience stores, restaurants, colleges and other locations not generally serviced by traditional and financial institutions.  Under the terms of the Agreement the Company (i) changed its name  to Ecash, Inc., (ii) agreed to implement a 1 for 400 reverse stock split of its presently issued and outstanding common stock upon approval from its stockholders, and (iii) agreed to issue 20,000,000 shares of its post-reverse split common stock to the shareholders of Ecash in exchange for all of the issued and outstanding shares of Ecash common stock.   The   reverse split of the Companys shares of common stock was  approved by its stockholders on May 12, 2006, and the reverse stock split will be effective  shareholders was effective on May 22, 2006. On May 15, 2006 the Company symbol for the OTC was changed to ECAS and on June 2, 2006 the Company symbol for the OTC was changed to ECSI.







Results of Operations.



(a)

Revenues.



The Company reported no revenue for the three months ended March 31, 2006.  This represents a decrease of $3,280 from the sales of $3,280 reported for the three months ended March 31, 2005.  The Company experienced no sales this quarter due to ceasing the sales of artificial turf.



(b)

Selling, General, and Administrative Expenses.



The Company incurred total selling, general and administrative expenses of $65,726 for the three months ended March 31, 2005 as compared to $127,698 the three months ended March 31, 2006; this represents an increase of $61,972 or approximately 95%.  This increase is due primarily to increased consulting fees and expenses of outside services.



(c)

Depreciation and Amortization.



Depreciation and amortization for the three months ended March 31, 2006 was zero and $7,221 in the three months ended March 31, 2005.  The reduction in depreciation is attributable to closing of the  manufacturing facilities owned by the Company.



(d)

Interest Expense.



The Company incurred interest charges (net of interest income) of  $20 in the three months ended March 31, 2006, compared with $10,731 in the three months ended March 31, 2005. The lack of interest expense in the quarter ended March 31, 2006 is the result of the Company having disposed of the building and manufacturing equipment in its last fiscal year.



(e)

Net Operating Loss Carryforward.



At March 31, 2006, the Company had available net operating loss carryforwards of approximately $4.2 million that may provide future tax benefits expiring beginning in June of 2006; this compares with net operating loss carryforwards of approximately $3.9 million at March 31, 2005.  The planned reorganization and resulting change in control will have an impact on any future benefits from the net operating loss carryforward. (See Note 5:  Agreement and Plan of Reorganization)



(f)

Net Loss.



The Company reported a net loss of $37,940 for the three months ended March 31, 2006 as compared to a net loss of $134,940 for the three months ended March 31, 2005. The lower net loss for the current quarter is primarily due to a gain on debt forgiveness on the settlement agreement with Juel and George Avery.



Factors That May Affect Operating Results.



The operating results of the Company can vary significantly depending upon a number of factors, many of which are outside its control.  General factors that may affect the Companys operating results include:



·

market acceptance of and changes in demand for products and services;



·

a small number of customers account for, and may in future periods account for, substantial portions of the Companys revenue, and revenue could decline because of delays of customer orders or the failure to retain customers;



·

gain or loss of clients or strategic relationships;



·

announcement or introduction of new services and products by the Company or by its competitors;



·

price competition;



·

the ability to upgrade and develop systems and infrastructure to accommodate growth;



·

the ability to introduce and market products and services in accordance with market demand;



·

changes in governmental regulation; and



·

reduction in or delay of capital spending by clients due to the effects of terrorism, war and political instability.



Key Personnel.



The Companys success is largely dependent on the personal efforts and abilities of its senior management.  The loss of certain members of the Companys senior management, including the companys chief executive officer, chief financial officer and chief technical officer, could have a material adverse effect on the companys business and prospects.



Operating Activities.



The net cash used in operating activities was $143,010. for the three months ended March 31, 2006 compared to $7,147 for the three months ended March 31, 2005. This increase is attributed to many changes from period to period, but primarily to the pay down of outstanding payables and other accrued expenses.



Investing Activities.



Net cash from investing activities was zero for both three months period ending March 31, 2006 and  2005



Liquidity and Capital Resources.



As of March 31, 2006, the Company had total current assets of $46,335 and total current liabilities of $44,857, resulting in net working capital $ 1,478. As of that date, the Company had no cash.  During the three months ended March 31, 2006 and 2005, the Company incurred losses of $134,940 and $37,940, respectively, and the Company had an accumulated deficit of $4,230,972 as of March 31, 2006.  These factors raise substantial doubt as to the Companys ability to continue as a going concern.  In fact, the Companys independent accountants audit report included in the Form 10-KSB for the year ended December 31, 2005 includes a substantial doubt paragraph regarding the Companys ability to continue as a going concern.



The accompanying financial statements have been prepared assuming that the Company continues as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon its ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately attain profitability.



Our current cash flow will not be sufficient to maintain our capital requirements for the next twelve months.  Accordingly, the Company will need to continue raising capital through either debt or equity instruments.  The Company believes it will need to raise additional capital to continue executing the business plan.  Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to the Company.  The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:



·

curtail operations significantly;



·

sell significant assets;



·

seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or



·

explore other strategic alternatives including a merger or sale of the Company.



To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.



Off Balance Sheet Arrangements.



The Company does not engage in any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.



Inflation.



The impact of inflation on our costs and the ability to pass on cost increases to its customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past quarter, and the company does not anticipate that inflationary factors will have a significant impact on future operations.



Critical Accounting Policies.



The Securities and Exchange Commission (SEC) has issued Financial Reporting Release No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (FRR 60), suggesting companies provide additional disclosure and commentary on their most critical accounting policies.  In FRR 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a companys financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, the Companys most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) non-cash compensation arrangements; and (c) revenue recognition.  The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results the Company reports in its financial statements.



(a)

Use of Estimates in the Preparation of Financial Statements.



The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, the Company evaluates these estimates, including those related to revenue recognition and concentration of credit risk.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



(b)

Stock-Based Compensation Arrangements.



The Company may  issue shares of common stock to various individuals and entities for management, legal, consulting and marketing services.  These issuances will be valued at the fair market value of the services provided and the number of shares issued is determined, based upon the open market closing price of common stock as of the date of each respective transaction.  These transactions will be reflected as a component of selling, general and administrative expenses in the Companys statement of operations.



(c)

Revenue Recognition.



Sales are recognized when the product is shipped to the customer.



Forward Looking Statements.



Information in this Form 10-QSB contains forward looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended.  When used in this Form 10-QSB, the words expects, anticipates, believes, plans, will and similar expressions are intended to identify forward-looking statements.  These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of cash, expectations regarding net losses and cash flow, our need for future financing, our dependence on personnel, and our operating expenses.



Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.  These risks and uncertainties include, but are not limited to, those discussed above as well as risks set forth above under Factors That May Affect Our Results.  These forward-looking statements speak only as of the date hereof.  The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



ITEM 3.  CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and Procedures.



The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, to allow timely decisions regarding required disclosure.



As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).  Based upon the evaluation, our principal executive officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.



Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.



Changes in Disclosure Controls and Procedures.



There were no significant changes in the Companys disclosure controls and procedures, or in factors that could significantly affect those controls and procedures, since their most recent evaluation.



PART II  OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS.

Other than as set forth below, the Registrant is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Registrant has been threatened.



On April 13, 2005, a complaint was filed in the Superior Court of Floyd County, Georgia by Alan Castro against the Company.  The complaint alleges that the Company failed to pay the plaintiff on a promissory note dated October 1, 2003 in the amount $30,000.  The complaint seeks the amount of the note, plus accrued interest thereon.  On March 17, 2006, the Company settled the debt and the complaint was terminated.



ITEM 2.  UNREGISTERED SALES OF EQUITY.



On March 17, 2006, the Company issued to various parties 852,194 restricted common shares of the company at $1.00 for an aggregate value of $ 852,194, bringing the total outstanding shares of common stock to 1,244,015. These shares are being held for distribution to the Companys creditors. Of the shares issued, 160,,000 were for issued for a cash of $160,000 and 692,194  shares were issued in exchange for the cancellation  of   $692,194 of Company debt.  The cash payment the Company received is being used to reduce other  debt of the Company.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.



Not Applicable.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



The Company has filed a Schedule 14A Information Statement and Consent Solicitation with the Securities and Exchange Commission to request a vote of shareholders in writing, without a meeting:



1. To approve amendments to the Company's Certificate of Incorporation (a) to reclassify the Companys issued and outstanding common shares, reducing the number thereof by a factor of 400 to 1, in what is commonly known as a reverse stock split; and (b) change the name of the Company to Ecash, Inc.; and



2. To approve a transaction whereby control of the Company would be acquired by the stockholders of Ecash, Inc. (Ecash), a New Jersey corporation, pursuant to the terms of an agreement and plan of reorganization (the Agreement).



ITEM 5.  OTHER INFORMATION.



None



ITEM 6.  EXHIBITS.







31

Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund.





Section 1350 Certification of Gary Borglund.



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SIGNATURE



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated: July 5, 2006



Ecash, Inc.



By:
/s/ Gary Borglund

Gary Borglund, President

Principal Executive Officer and Chief                                                                                                                      Financial  Officer







SECTION 1350 CERTIFICATION





In connection with the quarterly report of Ecash, Inc... (Company) on Form 10-QSB for the quarter ended March 31, 2006 as filed with the Securities and Exchange Commission (Report



Ecash, Inc.



Dated: July 5, 2006                                                                           By:   
/s/ Gary Borglund

Gary Borglund, President

Principal Executive Officer and Chief                                                                                                                      Financial  Officer Officer









RULE 13a-14(a)/15d-14(a) CERTIFICATION



I, Gary Borglund, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of Ecash, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [omitted pursuant to extended compliance period] for the small business issuer and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;



(b)  [omitted pursuant to extended compliance period]



(c) Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) Disclosed in this report any change in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and



5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting.



Dated:  July 5, 2006                                                                           By:   
/s/ Gary Borglund

Gary Borglund, President

Principal Executive Officer and Chief                                                                                                                      Financial  Officer





SECTION 1350 CERTIFICATION



In connection with the quarterly report of Ecash, Inc... (Company) on Form 10-QSB for the quarter ended March 31, 2006 as filed with the Securities and Exchange Commission (Report), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his knowledge:



1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



1.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

2.





Dated:  July 5, 2006                                                                           By:   
/s/ Gary Borglund

Gary Borglund, President

Principal Executive Officer and Chief                                                                                                                      Financial  Officer













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