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 September 30, 2002.

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act For the
         transition period from to

Commission file number 000-30479
                      ----------

                               eTELCHARGE.com, Inc
                 (Name of Small Business Issuer in its Charter)

            NEVADA                                               75-2847694
(State or other jurisdiction of                              (I.R.S.  Employer
 incorporation or organization)                              Identification No.)

                               eTELCHARGE.com, Inc
                         1636 N. Hampton Road, Suite 270
                              De Soto, Texas 75115.
                                 (972) 298-3800

     (Address and telephone number of issuer's principal executive offices)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 X   No
   ---    ---
                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  act  after  the
distribution of securities under a plan confirmed by a court.

Yes      No
   ---     ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practicable  date  (September  30,  2002):
11,848,248

         Transitional Small Business Disclosure Format (check one):

Yes     No X
   ---    ---

<PAGE>

                           FORWARD-LOOKING STATEMENTS

IN  ADDITION  TO  HISTORICAL  INFORMATION,  THE  FORM  10-QSB  CONTAINS  CERTAIN
FORWARD-LOOKING   STATEMENTS  WITHIN  THE  MEANING  OF  THE  PRIVATE  SECURITIES
LITIGATION  REFORM ACT OF 1995, AND THE COMPANY  DESIRES TO FALL WITHIN THE SAFE
HARBOR  PROVISIONS  THEREOF.  THIS STATEMENT IS INCLUDED  HEREIN FOR THE EXPRESS
PURPOSE OF  AVAILING  THE  COMPANY OF THE  PROTECTIONS  OF SUCH SAFE HARBOR WITH
RESPECT TO ALL OF THE FORWARD-LOOKING  STATEMENTS CONTAINED HEREIN. SUCH FORWARD
LOOKING  STATEMENTS  REFLECT THE CURRENT VIEWS OF THE COMPANY AND ITS MANAGEMENT
WITH  RESPECT TO FUTURE  EVENTS AND  FINANCIAL  PERFORMANCE,  AND ARE SUBJECT TO
CERTAIN  RISKS AND  UNCERTAINTIES,  WHICH COULD CAUSE  ACTUAL  RESULTS TO DIFFER
SUBSTANTIALLY  FROM  HISTORICAL  RESULTS  OR  ANTICIPATED   RESULTS.  THE  WORDS
ANTICIPATES,  BELIEVES,  EXPECTS,  INTENDS, FUTURE,  PROJECTED,  PLANS, PLANNED,
OBJECTIVE AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING  STATEMENTS.  READERS
ARE  CAUTIONED TO CONSIDER  SPECIFIC  RISK FACTORS  DESCRIBED  HEREIN AND NOT TO
PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING  STATEMENTS  CONTAINED HEREIN, WHICH
ARE APPLICABLE ONLY AS OF THE DATE HEREOF.  THE COMPANY UNDERTAKES NO OBLIGATION
TO  PUBLICLY  REVISE  THESE  FORWARD-LOOKING  STATEMENTS  TO  REFLECT  EVENTS OR
CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE HEREOF.

<PAGE>

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                      Index


                                                                           Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION

    Item 1. Financial Statements

       Balance Sheets                                                        2

       Statements of Operations                                              3

       Statements of Cash Flows                                              5

       Notes to Financial Statements                                         7

    Item 2. Management's Discussion and Analysis or Plan of Operations.      9

    Item 3. Controls and Procedures                                         13


PART II - OTHER INFORMATION                                                 13


SIGNATURES                                                                  14















                                       1
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 Balance Sheets


                                     ASSETS
                                                                    (Unaudited)
                                                                   September 30,     December 31,
                                                                         2002             2001
                                                                   -------------    -------------
<S>                                                                <C>              <C>

CURRENT ASSETS
   Cash                                                            $       6,843    $         200
   Employee advances                                                         751            1,190
                                                                   -------------    -------------

      Total current assets                                                 7,594            1,390

PROPERTY AND EQUIPMENT, net                                               18,800           28,014

OTHER ASSETS
   Proprietary rights, net of accumulated amortization of
     $59,500 (unaudited) and $43,750 at September 30, 2002
     and December 31, 2001, respectively                                   3,500           19,250
   Deposits                                                                1,000            1,000
                                                                   -------------    -------------

      Total other assets                                                   4,500           20,250
                                                                   -------------    -------------

TOTAL ASSETS                                                       $      30,894    $      49,654
                                                                   =============    =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Bank overdraft                                                  $        --      $       5,955
   Accrued compensation                                                  139,415           86,666
   Payroll tax obligation                                                 73,241           59,526
   Accounts payable                                                       91,700           51,460
                                                                   -------------    -------------

      Total current liabilities                                          304,356          203,607

NOTE PAYABLE TO SHAREHOLDER                                               31,249           37,000

COMMITMENTS AND CONTINGENCIES (Note 4)

SHAREHOLDERS' DEFICIT
  Common stock -- $.003 par value; 10,000,000 shares authorized;
  11,848,248 (unaudited) and 11,267,561 issued and outstanding
    at September 30, 2002 and December 31, 2001, respectively             35,545           33,803
  Additional paid-in capital                                           3,073,259        2,248,175
  Deficit accumulated during development stage                        (3,413,515)      (2,472,931)
                                                                   -------------    -------------

      Total shareholders' deficit                                       (304,711)        (190,953)
                                                                   -------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $      30,894    $      49,654
                                                                   =============    =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>


                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      Statements of Operations (Unaudited)


                                                               Three          Three
                                                           months ended    months ended
                                                          September 30,   September 30,
                                                                2002            2001
                                                          -------------   -------------
<S>                                                       <C>             <C>
REVENUES                                                  $        --     $        --

GENERAL AND ADMINISTRATIVE EXPENSES                              78,567         655,016
                                                          -------------   -------------

   Loss from operations                                          78,567         655,016

OTHER INCOME                                                      1,236           1,855
                                                          -------------   -------------

   Loss before provision for income taxes                        77,331         653,161

PROVISION FOR INCOME TAXES                                         --              --
                                                          -------------   -------------

   Net loss                                               $      77,331   $     653,161
                                                          =============   =============

Net loss per share - basic and diluted                    $        0.01   $        0.06
                                                          =============   =============

Weighted average shares outstanding - basic and diluted      11,814,581      10,865,419
                                                          =============   =============

</TABLE>














The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>




                                                         ETELCHARGE.COM, INC.
                                                     (A DEVELOPMENT STAGE COMPANY)

                                                 Statements of Operations (Unaudited)


                                                                                           Period from
                                                               Nine            Nine       June 7, 1999
                                                           months ended    months ended  (inception) to
                                                          September 30,   September 30,   September 30,
                                                                2002            2001            2002
                                                          -------------   -------------   -------------
<S>                                                       <C>             <C>             <C>
REVENUES                                                  $        --     $        --     $        --

GENERAL AND ADMINISTRATIVE EXPENSES                             944,090       1,025,468       3,423,149
                                                          -------------   -------------   -------------

   Loss from operations                                         944,090       1,025,468       3,423,149

OTHER INCOME                                                      3,506           3,685           9,634
                                                          -------------   -------------   -------------

   Loss before provision for income taxes                       940,584       1,021,783       3,413,515

PROVISION FOR INCOME TAXES                                         --              --              --
                                                          -------------   -------------   -------------

   Net loss                                               $     940,584   $   1,021,783   $   3,413,515
                                                          =============   =============   =============
Net loss per share - basic and diluted                    $        0.08   $        0.10
                                                          =============   =============

Weighted average shares outstanding - basic and diluted      11,738,736      10,650,989
                                                          =============   =============
</TABLE>


















The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      Statements of Cash Flows (Unaudited)



                                                                                     Period from
                                                    Nine months      Nine months     June 7, 1999
                                                       ended            ended       (inception) to
                                                   September 30,    September 30,    September 30,
                                                          2002             2001             2002
                                                   -------------    -------------    -------------
<S>                                                <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $    (940,584)   $  (1,021,783)   $  (3,413,515)
   Adjustments to reconcile net loss to net
     cash used in operating activities
       Depreciation and amortization                      25,049           23,799           85,910
       Issuance of common stock for services             677,400          639,399        2,189,331
   Changes in:
     Employee advances                                       439             (955)            (751)
     Prepaid expenses                                       --              2,000             --
     Other assets                                           --               --             (1,000)
     Accounts payable                                     40,240          (11,404)          91,700
     Accrued compensation                                 52,749           62,291          139,415
     Payroll tax obligation                               13,715             --             73,241
     Accrued liabilities                                    --             15,446             --
                                                   -------------    -------------    -------------

         Net cash used in operating activities          (130,992)        (291,207)        (835,669)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                        (85)            --            (40,410)
                                                   -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in bank overdraft                  (5,955)            --               --
   Proceeds from issuance of common stock                149,426          207,251          967,173
   Payments on note payable to shareholder                (5,751)            --             (6,751)
   Cash received on pending stock subscription              --             32,500             --
   Cash received on receivable from shareholder             --               --              1,000
   Proceeds from notes payable shareholder                  --               --             38,000
   Payments on payable to related party                     --             (4,000)        (116,500)
                                                   -------------    -------------    -------------

       Net cash provided by financing activities         137,720          235,751          882,922

INCREASE (DECREASE) IN CASH                                6,643          (55,456)           6,843

Beginning cash                                               200           77,820             --
                                                   -------------    -------------    -------------

Ending cash                                        $       6,843    $      22,364    $       6,843
                                                   =============    =============    =============
</TABLE>










The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                Statements of Cash Flows (Unaudited) - Continued


                                                                                   Period from
                                                   Nine months     Nine months    June 7, 1999
                                                      ended           ended      (inception) to
                                                  September 30,   September 30,   September 30,
                                                        2002            2001            2002
                                                  -------------   -------------   -------------
<S>                                               <C>             <C>             <C>

SUPPLEMENTAL SCHEDULE OF NON-CASH
   FINANCING ACTIVITIES:
       Issuance of common stock in exchange for
         receivable from shareholder              $        --     $        --     $       1,000
                                                  =============   =============   =============
       Issuance of payable to related party in
         exchange for proprietary rights          $        --     $        --     $     116,500
                                                  =============   =============   =============

       Property and equipment acquired through
         Issuance of common stock                 $        --     $        --     $       4,800
                                                  =============   =============   =============

SUPPLEMENTAL SCHEDULE OF CASH FLOWS
       Cash paid during the period for:
         Interest                                 $        --     $        --     $        --
                                                  =============   =============   =============

         Income taxes                             $        --     $        --     $        --
                                                  =============   =============   =============
</TABLE>

















The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          Notes to Financial Statements




1.       HISTORY AND ORGANIZATION

Etelcharge.com,  Inc. (the "Company") was incorporated in the State of Nevada on
June 7, 1999.  The Company was formed for the purpose of  providing  an internet
credit  option for online  shoppers  to charge  items sold over the  internet to
their  telephone  bill.  As of the  date of this  report,  the  Company  had not
commenced significant operations and marketing its products to target customers.
As such, the Company is considered to be in the development stage.

2.       BASIS OF PRESENTATION

The accompanying  interim financial statements have been prepared by the Company
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission (the "SEC").  Certain  information and footnote  disclosures
normally included in financial  statements prepared in conformity with generally
accepted accounting  principles ("GAAP") have been omitted or condensed pursuant
to  such  rules  and  regulations,   although  the  Company  believes  that  the
disclosures are adequate to make the information presented not misleading. It is
suggested  that  these  statements  be read in  conjunction  with the  Company's
audited  financial  statements and notes thereto  included in the Company's Form
10KSB for the year ended December 31, 2001.

In  management's  opinion,   these  interim  financial  statements  reflect  all
adjustments  (consisting  of normal and recurring  adjustments)  necessary for a
fair  presentation of the financial  position and results of operations for each
of  the  periods  presented.   The  accompanying   unaudited  interim  financial
statements  for the nine months  ended  September  30, 2002 are not  necessarily
indicative of the results which can be expected for the entire year.

3.       GOING CONCERN

The Company is currently in the development stage and has generated no revenues.
The Company has incurred $3,413,515 in losses since its inception.  In addition,
at  September  30,  2002,  the  Company's  liabilities  exceeded  its  assets by
$304,711,  and certain obligations are past due and the Company currently has no
funds  available  to execute its  business  plan.  The ability of the Company to
continue as a going  concern is dependent on its ability to raise the  necessary
capital to finance the implementation of its business plan. Since inception, the
Company  has  raised  $967,173  of capital  primarily  through  contacts  of the
Company's CEO. The Company believes but cannot assure that it has the ability to
raise  capital  from many of these same  individuals  who  previously  purchased
stock.  Additionally,  the Company may rely upon its CEO to advance funds to the
Company in order to meet ongoing  obligations until sufficient capital is raised
from  other  sources.  However  there  is no  agreement  in this  regard  and no
assurance  that any such funding  will be  available in the future.  The Company
also  anticipates  generating  revenues  during the fourth quarter of 2002 which
will assist in meeting its current operating  obligations.  The Company may also
receive funds generated from exercise of the stock options  discussed in Note 6.
The financial  statements do not include any adjustments to reflect the possible
effects on the  recoverability and classification of assets or classification of
liabilities  which may result  from the  possible  inability  of the  Company to
continue as a going concern.

4.       COMMITMENTS AND CONTINGENCIES

Effective December 28, 1999, the Company entered into employment  contracts with
its CEO and two  employees for terms ranging from 1 to 5 years which require the
Company to issue 260,000 shares of common stock as  compensation  over the terms
of the  contracts.  In the event of  termination,  the stock  issuances  will be
prorated  based on the  portion of the  contract  term  served.  The Company has
accrued  $139,415 of compensation at September 30, 2002,  including  $15,000 for
the three months ended September 30, 2002,  which  represents the estimated fair
value of the portion of the shares  earned but not yet issued at  September  30,
2002.  75,000  shares of stock have been  issued  under these  agreements  as of
September 30, 2002.


                                       7
<PAGE>

                              ETELCHARGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          Notes to Financial Statements

5.       SHARES ISSUED FOR SERVICES

Effective January 7, 2002, the Company issued 398,350 shares of its common stock
to an employee for services  rendered  during the first  quarter of 2002.  These
services, valued at $597,525, (based upon the most recent cash price received by
the Company for its shares) were charged to operations  during the first quarter
of 2002.


6.       STOCK OPTIONS

Under the terms of a stock  option  agreement  effective  August  1,  2001,  the
Company  granted options to a consulting  firm to purchase  2,300,000  shares of
common  stock.  1,500,000  options  have an  exercise  price of $2 per share and
800,000  options  have an  exercise  price of $2.50 per share.  The  Company has
estimated  the  fair  value  of  this  option  grant  using  the   Black-Scholes
option-pricing  model  with the  following  assumptions:  dividend  yield of 0%;
expected  volatility  of 0%; risk free interest rate of 5%; and an expected life
of 3 years. On the grant date, the exercise price of these options  exceeded the
fair value  calculated under the  Black-Scholes  model and thus, no compensation
expense has been recorded associated with this stock option grant.


7.       PAYROLL TAX OBLIGATION

The Company has not  remitted a portion of its  Federal and State  employer  and
employee  payroll taxes for the year ended December 31, 2001 and the nine months
ended  September 30, 2002. The Company has determined  this obligation to be the
actual  amounts of the tax withheld from the employees and the employer  portion
of the Social  Security  Federal Tax obligation in addition to a 25% penalty and
interest accrual. The total obligation  associated with these delinquent amounts
at  September  30, 2002 is $73,241 and has been  reflected  in the  accompanying
financial statements as Payroll Tax Obligation.




















                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

This  Quarterly  Report  on  Form  10-QSB  contains  certain   "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and information  relating to the Company and its  subsidiaries  that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this  report,  the  words  "anticipate,"  "believe,"  "estimate,"  "expect"  and
"intend" and words or phrases of similar  intent,  as they relate to the Company
or  its   subsidiaries   or  Company   management,   are  intended  to  identify
forward-looking   statements.   Such  statements   reflect  the  current  risks,
uncertainties  and  assumptions  related to certain factors  including,  without
limitations,   changes  or  anticipated  changes  in  regulatory   environments,
competitive   factors,   general  economic   conditions,   customer   relations,
relationships  with  vendors,   the  interest  rate  environment,   governmental
regulation  and  supervision,   seasonality,   distribution  networks,   product
introductions  and  acceptance,   technological  change,   changes  in  industry
practices,  onetime  events  and other  factors  described  herein  and in other
filings made by the company with the Securities and Exchange  Commission.  Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize,  or should  any  underlying  assumptions  prove  incorrect,  actual
results  may  vary  materially  from  those  described  herein  as  anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

CURRENT OPERATIONS

         We were organized in June 1999 to provide customers of online merchants
with the ability to charge their  Internet  purchases  to their local  telephone
bill,  rather than to a credit card.  Generally,  our users do not have a credit
card or are  reluctant  to use a credit card online due to security  and privacy
concerns.  We enable  these  charge  transactions  through a 900 number  billing
arrangement  with  AT&T.  Our  billing  arrangement  with AT&T is  available  to
customers  throughout the United  States,  except those western states for which
Qwest  provides the local  service  because Qwest does not provide local billing
services for any 900 number.

         Internet  merchants that offer our telephone billing option include our
brand icon with the icons of credit card  companies on the check out or pay page
of  their  Web  site.  Customers  who wish to  charge  their  purchase  to their
telephone  bill  simply  click  on our  icon  and  the  billing  information  is
communicated through AT&T to the local telephone service provider,  using AT&T's
900 billing  system.  The charge then  appears on the  customer's  next  monthly
telephone bill on a separate page of the bill, with AT&T's logo on the page.

         Although three other companies use similar 900 billing  arrangements to
allow customers to charge purchases to their telephone bills,  these charges are
limited to the purchase of services and some online  software  products.  To our
knowledge,  no other company  offers  customers the  opportunity to charge other
goods and merchandise to their telephone bills.

         We are in the development stage and have not generated any revenue.  We
began our service  online in August 2000 and currently have  agreements  with 19
Internet  merchants  to offer  our  local  telephone  billing  service  to their
customers.  We entered into these agreements commencing in the second quarter of
2001.  No  single  merchant  agreement  is  material  to  our  ongoing  business
operations. We charge these merchants a fee for each transaction ranging from 5%
to 8% of the customer  purchase which is approximately the same fee AT&T charges
us for providing to us its 900 billing arrangement.  In addition,  we charge the
customer a fee of 10% of the product or service  purchase price. We did not earn
revenue from our merchants until October 2001 because it took us until that time
to complete the integration of our system with that of our online merchants.

         Commencing in January  2003,  AT&T will no longer  communicate  the 900
charge to the local phone  companies  nor will the local  monthly  bill  include
AT&T's  logo  on the 900  billing  page.  Rather,  we  will  select  one of many
third-party  billing  services  to handle  the  billing  transaction.  AT&T will
continue  to provide  all other  support  services  for the 900  billing and the
change in third-party  billing  services will not in any way effect  transaction
procedures of the customer and merchant.  The new third-party  billing  services
for 2003 may charge  smaller fees than AT&T,  although we cannot be sure of this
yet.


                                       9
<PAGE>

         Our rights to offer AT&T's 900 billing  service online were assigned to
us by Consumer Data Solutions Corp.,  which originally entered into a 900 number
billing  agreement  with AT&T in March 1994.  CDS has  assigned to us its rights
under the AT&T agreement  until November 2098. We pay a license fee to CDS equal
to 3% of the  gross  fees  we  receive  from  online  telephone  billing  charge
transactions. CDS is majority owned and controlled by Carl O. Sherman, our Chief
Executive  Officer and a director.  Mr. Sherman founded CDS in 1993 to provide a
900 billing  service for pizza and other food delivery  businesses.  The service
allows customers to bill their food deliveries directly to their telephone bill.
Mr. Sherman  continues to act as the Chief Executive Officer of CDS, although he
spends less than 10% of his time on its operations. CDS does not compete with us
as we have the exclusive  right to use the 900 billing  service for online sales
transactions,  including  online food delivery  services.  We do not believe any
conflicts of interest could develop between CDS and us for these reasons.

         According  to a March 30, 2001 Wall  Street  Journal  article,  over 70
million adult Americans do not have credit cards. Moreover, a majority of credit
card  holders  who  decline to charge  online do so out of  security  or privacy
concerns.  Initially,  we have targeted Internet  merchants who offer CDs, video
cassette tapes,  computer software,  books,  flowers and food items to offer our
telephone billing option. Following an online purchase by a customer, the charge
is included on behalf of the merchant in the  customer's  next  telephone  bill.
Approximately 30 days after an online charge,  we receive an advance against the
purchase price prior to the customer paying the telephone bill.  After deducting
our fees, we forward payment directly to our online  merchant.  If the charge is
not paid by the customer  for any reason,  including a default or refusal to pay
due to a dispute,  the telephone  company will charge back its advance to us. In
this event,  our  merchant  and we will not receive the  purchase  price for the
goods or services. 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
intend to evaluate this reserve on an ongoing basis to reflect our experience.

         The privacy and  security of our billing  service  could be breached by
third parties seeking  confidential  account  information  such as passwords and
financial account information.  Such a breach could subject us to liability from
customers and merchants and could harm our  reputation,  thereby  inhibiting the
use of our  billing  service.  However,  since  the  customer  only  provides  a
telephone number, and not charge card information,  and since the maximum amount
we allow any customer to charge in any month is only $150,  we do not believe it
likely that third parties will seek to access this information. In order to make
any breach of our system more difficult,  our system only approves  charges that
originate  from the  customer's  home computer and verifies the charge through a
telephone call that must be generated from the customer's telephone number.

STRATEGY

         Our objective is to significantly  grow the number and dollar amount of
online transactions charged by customers to their telephone bills. We believe we
can attract online  merchants by offering  their  customers a new billing option
which is safe, secure and confidential and which has been previously unavailable
to customers who do not have credit cards.  In order to achieve our objective we
intend to:

         o        Continue to stress the security and privacy  advantages of our
                  telephone billing service;

         o        Maintain  a  customer-friendly  system for  initiating  online
                  charges to telephone bills;

         o        Stress our strategic  relationship  with AT&T which allows for
                  online  charges to telephone  bills through AT&T's 900 billing
                  system; and

         o        Provide  responsive  customer  service to our online merchants
                  through use of an employee assigned to each merchant.


                                       10
<PAGE>

         Although AT&T will  terminate  its billing  services for all 900 number
merchants  in January  2003,  requiring  us to select  another  billing  service
provider,  the charge  transactions will continue to be supported by AT&T. There
are a number of billing  service  providers  available  to us, and we believe we
will have no difficulty in selecting  such a provider  during the fourth quarter
of 2002.

MARKETING

         Using our in-house  marketing staff of five  individuals  including our
President,  we market to online  merchants  through direct  presentations by our
staff. We attract online  merchants  through direct sales calls,  referrals from
Web design  firms,  advertisements  in trade  journals,  media reports about our
company and word of mouth.

         In the future,  we intend to use mass e-mail  communications  to inform
Internet users of our charge payment option, in order to encourage  customers to
request  that our payment  option be included on the merchant Web sites on which
the customer shops. We also intend to use banner and other online advertisements
to market to online  virtual  shopping  mall  providers in order to reach online
merchants.  We will also increase our  advertising  in print and  Internet-based
trade publications subscribed to by online merchants and may also use television
commercials  to inform  merchants and customers that purchases can be charged to
the customers' telephone bill.

         Our  marketing  efforts  stress the  simplicity  and privacy of using a
telephone  number and  password  for online  charges  rather than using a credit
card.  We  also  stress  to our  online  merchants  the  substantial  number  of
individuals  who do not have  credit  cards.  Finally,  we  include in our sales
presentations  our  commitment  to donate $.05 per billing  transaction  up to a
maximum of $250,000 per year to KIDCARE,  a  Houston-based  charity  benefitting
underprivileged  children.  Our  commitment to KIDCARE may be cancelled by us on
six months notice.

         We have filed a service mark  application  with the U.S.  Patent Office
for our online icon,  "eTELCHARGE."  The application is currently pending and we
cannot assure that it will be granted.

COMPETITION

         We compete with the U.S.-based multinational credit card companies as a
charge  option to customers  electing to charge on the  merchant's  Web site. In
soliciting  merchants,  we are  disadvantaged  by the fact  that we  charge  the
merchant more than a credit card company would for the same  transactions and we
also  charge the  merchants'  customers  a separate  charge  fee.  Additionally,
customer charges are limited to no more than $150 per month. However, we offer a
new charge  option to customers of our merchants who do not have credit cards or
are reluctant to use credit cards online.

         We also compete with three other 900 billing services,  eCharge,  iBill
and Secure  Bill,  all of which are larger than we and offer  customers  similar
opportunities  to charge to their telephone bills online,  through  arrangements
with AT&T's 900 billing  service.  However,  900 billing  charges  through these
companies are generally limited to services,  rather than products,  and to some
digital  goods  offered  for  sale  online.  We  believe  we have a  competitive
advantage in that we have developed a 900 number application that allows for the
purchase of all goods offered by our online merchants. Moreover, we believe that
our software is more customer friendly than our competitors because our customer
simply clicks on the eTELCHARGE icon and provides a password and e-mail address.
iBill and Secure Bill  require the customer to call a 900 number while online to
obtain a special pin number to complete the transaction.

         There can be no assurance that competitors will not develop software in
the future that will allow them to include all  merchant  offered  products  and
services for online  charging.  Moreover,  many of our  competitors  are larger,
better  financed,  have been in  business  longer  and have  significantly  more
working capital and more experienced personnel than we.


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<PAGE>

GOVERNMENT REGULATION

         We are not directly  regulated by any governmental  agencies nor are we
subject to statutes,  rules or regulations which regulate the manner in which we
do business.  However, our online merchants are subject to numerous governmental
regulations  required  of  merchants  in  general  such as truth in  advertising
requirements,  product  safety and the like.  We do not believe that we would be
held liable for violations by our merchants of any such  government  regulations
or with  respect  to  disputes  between  our  merchants  and  online  customers.
Nevertheless,  we may be named  in such  proceedings  in which  case we could be
required to expend  substantial fees in defending  ourselves and could be liable
for substantial money judgments.

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,
2001 included a paragraph which expressed substantial doubt as to our ability to
continue as a going  concern.  We expect that our revenue will be generated from
online merchants and customers. We charge merchants a one-time processing fee of
$199 to $2,499  depending upon the anticipated  number of the merchant's  online
transactions,  a billing fee of 5% to 8% of the  purchase  price of the goods or
services charged, not including taxes, and an approximately $.15 per transaction
service charge.  We charge customers who purchase goods or services online a fee
equal to 10% of the goods or services  purchased and we limit their purchases to
no more than $150 per month. Our costs for online  transactions are comprised of
AT&T's billing and collection  charge of 8% of the amount of the transaction and
a fixed fee of $.45 per transaction. AT&T earns this fee for providing the bills
which the local telephone  companies include in their monthly billing statements
to their  customers.  Commencing in January 2003 AT&T will  terminate  providing
this billing service, and we will use a private,  third-party billing service in
place of AT&T. All other aspects of AT&T's 900 services will remain the same, as
will customer and merchant transaction  procedures.  It is possible that we will
pay lower fees to a  third-party  billing  service  commencing  in 2003,  but we
cannot be sure of this yet.

         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 only negligible  revenue,  we currently have
billing agreements with 16 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  in 2002,  most of whom will be signed up through  the  efforts of our
resellers.  We currently  have 11 such resellers who are existing Web merchants,
Web designers and shopping cart software  companies 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 provide for the 20% commission,
a  nominal  residual  fee so long as we retain  Web  merchants  referred  by the
reseller and are cancellable by either party on 30 days notice to the other.

         Commencing  in the fourth  quarter of 2002,  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.


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<PAGE>

         We also seek to enter into  agreements  with other online  entities and
Web sites 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 and AT&T and
to conduct  online  consumer  interviews.  In the near term,  we will expand our
efforts to reach online retailers,  focusing upon the larger national retailers.
Commencing in the fourth quarter of 2002, 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,  2001.  We have not
generated  any  revenue  since  our  inception  and we  incurred  a net  loss of
$2,472,931  for the year  ended  December  31,  2001 and  incurred a net loss of
$940,584 during the first nine months of 2002. To date, our operations have been
funded solely  through the issuance of our common  shares.  To date,  total cash
proceeds  for the  issuance  of  common  shares  totaled  $967,173.  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.

ITEM 3:  CONTROLS AND PROCEDURES

         Within  the 90 days  prior  to the  date of this  report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the  Company's   management,   including  the   Company's   President,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the President  concluded that the Company's  disclosure  controls and procedures
are effective in timely  altering them to material  information  relating to the
Company required to be included in the Company's periodic SEC filings.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

NONE.

Item 2. Changes in Securities.

NONE.

Item 3. Defaults Upon Senior Securities.

NONE.

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

NONE.

Item 5. Other Information.

NONE.

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

99.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C.  Section
         1350, as adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002



                                   SIGNATURES


In accordance  with Section 12 of the  Securities  and Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                              Etelcharge.com, Inc.


Date: November 15, 2002                       By  /s/Carl O. Sherman, Sr.
                                                --------------------------------
                                                 Carl O. Sherman, Sr., President

























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