**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549


**_______________**





**FORM
      10-QSB**


**x**  **QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





**For the Quarterly Period Ended** **March 31, 2004**


**OR**





**TRANSITION
      REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE EXCHANGE ACT**





**____________________**





Commission
      File Number 000-30479




**ETELCHARGE.COM,
      INC.**


(Exact
      name of small business issuer as specified in its charter)







**Nevada**
            **75-2847699**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)**1636
                N. Hampton, Suite 270**
              **Desoto,
                Texas******
            **75115**(Address
                of principal executive office)
            (Zip
                Code)




Issuer's
      telephone number: **(972)298-3800**





Indicate
      by check mark whether the registrant (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 registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes o No x





The
      number of shares of the issuer's common stock outstanding as of February 24,
      2006 was 129,733,600.





Transitional
      Small Business Disclosure Format (Check One): Yes o No x








-1-


**ETELCHARGE.COM,
                INC.****(A
                Development Stage Company)****BALANCE
                SHEET****(Unaudited)****March
                31,****2004****ASSETS**Current
                assets:Cash
            
            $
            200Employee
                advances
            
            
            1,041Fixed
                assets, net of accumulated depreciation of $40,564
            
            
            9,980Deposits
            
            
            1,000Total
                assets
            
            $
            12,221**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                liabilities:Bank
                overdraft
            
            $
            1,620Accounts
                payable
            
            
            116,769Accrued
                liabilities
            
            
            2,178,948Payroll
                tax obligation
            
            
            122,193Pending
                stock subscriptions
            
            
            92,754Note
                payable to shareholder
            
            
            45,992Total
                current liabilities
            
            
            2,558,276Commitments
            
            
            -Stockholders'
                deficit:Common
                stock, $.003 par value, 250,000,000 shares authorized,66,519,688
                shares issued and outstanding
            
            
            199,559Additional
                paid in capital
            
            
            6,861,319Deficit
                accumulated during the development stage
            
            
            (9,606,933
            )Total
                stockholders' deficit
            
            
            (2,546,055
            )Total
                liabilities and stockholders' deficit
            
            $
            12,221








-2-





**ETELCHARGE.COM,
                INC.****(A
                Development Stage Company)****STATEMENTS
                OF EXPENSES****(Unaudited)****June
                7, 1999****Three
                months ended**
            
            **(Inception)
                to****March
                31,**
            
            **March
                31,****2004**
            
            **2003**
            
            **2004**Operating
                expenses
            
            $
            179,447
            
            $
            52,892
            
            $
            9,597,705Net
                loss from operations
            
            
            (179,447
            )
            
            (52,892
            )
            
            (9,597,705
            )Other
                income
            
            
            -
            
            
            190
            
            
            20,773Interest
                expense
            
            
            (2,595
            )
            
            -
            
            
            (30,001
            )Net
                loss
            
            $
            (182,042
            )
            $
            (52,702
            )
            $
            (9,606,933
            )Basic
                and diluted net loss per share
            
            $
            (0.02
            )
            $
            (0.00
            )Weighted
                average shares outstanding
            
            
            66,519,688
            
            
            47,845,824








-3-


**ETELCHARGE.COM,
                INC.****(A
                Development Stage Company)****STATEMENTS
                OF CASH FLOW****(Unaudited)****June
                7, 1999****Three
                months ended**
            
            **(Inception)
                to****March
                31,**
            
            **March
                31,****2004**
            
            **2003**
            
            **2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (182,042
            )
            $
            (52,702
            )
            $
            (9,606,933
            )Adjustments
                to reconcile net loss to netcash
                used in operating activities:Amortization
                and depreciation
            
            
            1,340
            
            
            3,159
            
            
            103,564Issuance
                of common stock for services
            
            
            -
            
            
            -
            
            
            5,996,331Imputed
                interest
            
            
            -
            
            
            -
            
            
            -Changes
                in:Employee
                advances
            
            
            (1,042
            )
            
            (114
            )
            
            (1,042
            )Bank
                overdraft
            
            
            1,620
            
            
            -
            
            
            1,620Other
                assets
            
            
            -
            
            
            -
            
            
            (1,000
            )Accounts
                payable
            
            
            7,294
            
            
            (1,316
            )
            
            116,770Accrued
                compensation
            
            
            157,915
            
            
            14,999
            
            
            2,178,948Payroll
                tax obligation
            
            
            3,997
            
            
            8,747
            
            
            122,193Net
                cash used in operating activities
            
            
            (10,918
            )
            
            (27,227
            )
            
            (1,089,549
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property and equipment
            
            
            -
            
            
            (108
            )
            
            (45,744
            )Net
                cash used in investing activities
            
            
            -
            
            
            -
            
            
            (45,744
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Increase
                in bank overdraft
            
            
            -
            
            
            4,635
            
            
            -Proceeds
                from sales of common stock
            
            
            -
            
            
            -
            
            
            1,113,247Net
                loan proceeds from shareholder
            
            
            2,588
            
            
            3,000
            
            
            45,992Payment
                on payable to related party for asset purchase
            
            
            -
            
            
            -
            
            
            (116,500
            )Cash
                received on pending stock subscriptions
            
            
            8,254
            
            
            20,000
            
            
            92,754Net
                cash provided by financing activities
            
            
            10,842
            
            
            27,635
            
            
            1,135,493NET
                (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            (76
            )
            
            300
            
            
            200CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            276
            
            
            200
            
            
            -CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            200
            
            $
            500
            
            $
            200Supplemental
                schedule of non-cash financing activities:Issuance
                of common stock in exchange forreceivable
                from shareholder
            
            $
            -
            
            $
            -
            
            $
            1,000Issuance
                of payable to related party in exchangefor
                proprietary rights
            
            
            
            
            
            
            
            
            116,500Property
                and equipment acquired throughissuance
                of common stock
            
            
            
            
            
            
            
            
            4,800Supplemental
                cash flow disclosures:Cash
                paid for income taxes
            
            
            -
            
            
            -
            
            
            -Cash
                paid for interest
            
            
            85
            
            
            -
            
            
            5,628





-4-


**ETELCHARGE.COM,
      INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1-BASIS OF PRESENTATION**




The
      accompanying unaudited interim consolidated financial statements of
      Etelcharge.com, Inc. (“Etelcharge”) have been prepared in accordance with
      accounting principles generally accepted in the United States of America and
      the
      rules of the Securities and Exchange Commission (“SEC”), and should be read in
      conjunction with the audited financial statements and notes thereto contained
      in
      Etelcharge's Annual Report filed with the SEC on Form 10-KSB. In the opinion
      of
      management, all adjustments, consisting of normal recurring adjustments,
      necessary for a fair presentation of financial position and the results of
      operations for the interim periods presented have been reflected herein. The
      results of operations for interim periods are not necessarily indicative of
      the
      results to be expected for the full year. Notes to the financial statements
      that
      would substantially duplicate the disclosure contained in the audited financial
      statements for 2003 as reported in the 10-KSB have been omitted.





**NOTE
      2 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, as of March 31, 2004 Etelcharge has
      an
      accumulated deficit of $9,606,933 and a working capital deficit of $2,546,055.
      These conditions raise substantial doubt as to Etelcharge's ability to continue
      as a going concern. Management is trying to raise additional capital through
      sales of common stock. The financial statements do not include any adjustments
      that might be necessary if Etelcharge is unable to continue as a going
      concern.





**NOTE
      3 - SUBSEQUENT EVENTS**





**Accrued
      Compensation and Pending Stock Subscriptions**





During
      the quarter ended March 31, 2005, Etelcharge issued 3,598,424 shares of common
      stock valued at $132,007 to several investors under pending stock subscriptions
      from 2002 to 2004.





During
      the quarter ended March 31, 2005, Etelcharge issued 36,343,594 shares of common
      stock valued at $2,364,374 to several employees and consultants for accrued
      compensation under various agreements from 2001 to 2004.





During
      the quarter ended June 30, 2005, Etelcharge issued 12,000,000 shares of common
      stock valued at $210,000 to two consultants for accrued compensation under
      a
      2004 agreement.




-5-


**Common
      Stock**





Effective
      April 5, 2005, Etelcharge effected a 4:1 forward split of Etelcharge's common
      stock. All share and per share amounts reflect the effect of the split as if
      it
      had occurred on the first day of the first period presented.





During
      the quarter ended March 31, 2005, Etelcharge issued 532,000 shares of common
      stock to various investors for $6,150 in cash.





During
      the quarter ended March 31, 2005, Etelcharge issued 9,200,000 shares of common
      stock valued at $1,839,600 to its principal shareholder for services rendered
      in
      2005. Etelcharge also issued 8,000 shares of common stock valued at $1,600
      to a
      consultant for services rendered in 2005.


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




The
      following discussion should be read in conjunction with the condensed financial
      statements of ETELCHARGE, which are included elsewhere in this Form 10-QSB.
      Included in this discussion are certain forward-looking statements regarding
      ETELCHARGE's expectations for its business and its capital resources. The reader
      should not rely on forward-looking statements because they are subject to known
      and unknown risks, uncertainties and other factors that may cause our actual
      results to differ materially from those contemplated by the forward-looking
      statements. ETELCHARGE may experience high volatility in operating results
      and
      cash flows from quarter to quarter and from year to year.





ETELCHARGE
      had a net loss of $182,042 for the quarter ended March 31, 2004, an increase
      of
      $129,340 compared to a net loss of $52,702 for the quarter ended March 31,2003.
      The increased loss primarily resulted from increased non-cash charges associated
      with the accrual of compensation. The Company, as a development company, has
      generated no material operating revenues as of March 31, 2004.





PLAN
      OF
      OPERATION





We
      were
      organized in June 1999 and are in the development stage. Investors should note
      that our auditor's report for the year ended December 31, 2003 included a
      paragraph that expressed substantial doubt as to our ability to continue as
      a
      going concern. We expect that our revenue will be generated from both online
      and
      offline merchants and customers.  We will maintain a billing fee of 5% to
      8% of the purchase price of the goods or services charged, not including taxes,
      and a new transaction fee of approximately $.50 per transaction service
      charge.  We plan to maintain a ten percent (10%) service charge to be added
      to total charges added to phone bills utilizing our telephone billing option,
      while limiting purchases to sixty dollars ($60) per month.  Our costs for
      phone billing are comprised of Billing Concepts 6% of billed revenue and Local
      Phone Company charges, which vary from $0.45 cents up to $1.65.  Billing
      Concepts will earn this fee by providing the bills that the local telephone
      companies will include in their monthly billing statements to their
      customers.  Commencing in January 2003, AT&T terminated providing this
      billing service in the industry, and we have contracted with a private
      third-party billing service, Billing Concepts, Inc., in place of AT&T.
      Additional revenue will be generated from our credit card merchant
      services.  We charge merchants a monthly fee ranging from $29 to $89 per
      month for leasing our credit card machines, a discount fee ranging from 1.69%
      to
      3% for credit card processing, a transaction fee of twenty-five cents ($0.25),
      and a statement fee ranging from $12 to $15 per month.


-6-





We
      intend
      to establish a reserve of 3% of fees due to us from merchants to cover defaults,
      refusals to pay, disputes and other charge backs due to customer nonpayment.
      This reserve is larger than that of our competitors, which averages
      approximately 2% of such fees according to these competitors. We have not made
      any independent assessment of the sufficiency of the reserve amount, because
      we
      have not yet generated on line billing transactions that create receivables
      due
      from merchants. Accordingly, although we believe our reserve will be adequate
      to
      cover defaults and other charge backs, we cannot give any such assurance. We
      intend to evaluate this reserve on an ongoing basis to reflect our
      experience.





Although
      we have generated no material operating revenues to date, we have tested our
      initial phone billing option with 19 Web merchants, all of which have been
      integrated into our billing system. Previously, it took a number of months
      to
      integrate our merchants, as they were required to write some of the computer
      code necessary to join our system. Recently, however, we began to provide the
      code ourselves which we believe will significantly shorten the time necessary
      for merchants to join our billing system. We expect, but cannot assure, that
      we
      will add new Web merchants, most of whom will be signed up through the efforts
      of our resellers. We currently have three such resellers who are existing Web
      merchants, authorized agents and a shopping cart software company who are paid
      a
      commission of approximately 20% of the revenue generated from new Web merchants
      referred by them. Our resellers take a three day training course from us, either
      online or at our corporate offices, before commencing to market our 900 billing
      services to Web merchants. Our agreements with resellers, which provide for
      the
      20% commission and a nominal residual fee so long as we retain Web merchants
      referred by the reseller, are cancelable by either party on 30 days notice
      to
      the other.





Commencing
      with the launch of the 1.1 version telephone billing option, and assuming
      financing is available, we intend to initiate an online advertising campaign,
      using mass e-mails to advise online users of our billing service. We also intend
      to commence at that time an effort to attract resellers through attendance
      at
      industry and trade shows and through advertising in trade journals. We are
      uncertain as to how many resellers we will be able to attract through these
      efforts.





We
      also
      seek to enter into agreements with other online entities, web sites and
      independent sales and marketing organizations to generate market awareness
      and
      usage of our eTELCHARGE icon. We will also continue to promote our brand through
      the issuance of press releases to related trade publications, general interest
      media publications, print media and Internet media.





Over
      the
      next two years, we intend to make adjustments and improvements in our product
      software and marketing efforts. In order to identify the areas that need
      improvement, we anticipate meeting with online retailers who accepted our
      initial version and online shoppers to conduct online consumer interviews.
      In
      the near term, we will expand our efforts to reach online retailers, focusing
      upon the larger national retailers.  Upon the launch of the 1.1 version,
      assuming funds are available, we will also demonstrate our billing system at
      industry affiliated trade shows.





The
      initiation of our plan of operation is dependent upon our raising sufficient
      working capital to allow us to institute the plan. However, there can be no
      assurance that we will be successful in doing so. Due to our lack of capital
      and
      our need for working capital to continue our business plan, our auditors issued
      a going concern qualification as part of their audit opinion of our financial
      statements for the year ended December 31, 2003. We have not generated any
      significant revenue since our inception on June 7, 1999. At March 31, 2004
      we
      have an accumulated deficit of $9,606,933, including a net loss of $182,042
      for
      the quarter ended March 31, 2004.




Our
      operations have been funded solely through the issuance of our common shares.
      Total cash proceeds for the issuance of common shares totaled $1,119,397 from
      inception through September 30, 2005. In order to institute our business plans
      we must continue to raise capital, as revenue from operations will be
      insufficient in the short run to meet our working capital needs. However, we
      cannot assure that any such capital will be available to us. Based upon our
      current cash resources, we cannot meet our cash requirements or institute our
      business plan for more than six months unless we raise additional funds from
      the
      sale of our securities, as we have done in the past, or unless our revenue
      grows
      significantly.





-7-


**Item
      3.** **Controls and Procedures**




ETELCHARGE
      has adopted and implemented internal disclosure controls and procedures designed
      to provide reasonable assurance that all reportable information will be
      recorded, processed, summarized and reported within the time period specified
      in
      the SEC's rules and forms. Under the supervision and with the participation
      of
      ETELCHARGE's management, including ETELCHARGE's Chief Executive and Chief
      Financial Officer, ETELCHARGE has evaluated the effectiveness of the design
      and
      operation of its disclosure controls and procedures pursuant to Exchange Act
      Rule 13a-15(e) as of the end of the fiscal quarter covered by this report.
      Based
      on that evaluation, the Chief Executive Officer and Chief Financial Officer
      have
      concluded that these disclosure controls and procedures are effective. There
      were no changes in ETELCHARGE's internal controls or in other factors during
      or
      since the end of the fiscal quarter covered by this report that have had a
      material effect or are reasonably likely to have a material effect on internal
      controls subsequent to the end of the fiscal quarter covered by this
      report.











-8-


**PART
      II - OTHER** **INFORMATION**


**Item
      1. Legal Proceedings**


None.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**


None.




**Item
      3. Defaults Upon Senior Securities**


None.




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


None.




**Item
      5. Other Information**


None.




**Item
      6. Exhibits and** **Reports on Form 8-K**




a)
      Exhibits




31.1
            Certification
                of Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002




31.2
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002




32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002




b)
      Reports on Form 8-K




No
      reports on Form 8-K were filed during the quarter for which this report is
      filed.


-9-





**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.


**ETELCHARGE.COM,
                INC.**February
                24, 2006
            By:
            /s/ Carl
                O. ShermanCarl
                O. ShermanChief
                Executive Officer





February
                24, 2006
            By:
            /s/ Michelle
                R. ShermanMichelle
                R. ShermanPrincipal
                Financial Officer





-10-