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, 2003. :

[X]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                                               75-2847699
(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 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,  2003):
14,328,635

         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      10

    Item 3. Controls and Procedures                                         14


PART II - OTHER INFORMATION                                                 14


SIGNATURES                                                                  15




























                                       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,
                                                                       2003              2002
                                                                   -------------    --------------
<S>                                                                <C>              <C>
CURRENT ASSETS
   Cash                                                            $       9,439    $          200
   Employee advances                                                       1,800               472
                                                                   -------------    --------------

      Total current assets                                                11,239               672

PROPERTY AND EQUIPMENT, net                                               12,441            16,206

DEPOSITS                                                                   1,000             1,000
                                                                   -------------    --------------

TOTAL ASSETS                                                       $      24,680    $       17,878
                                                                   =============    ==============


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Bank overdraft                                                  $        --      $        2,389
   Accrued compensation                                                  120,248            83,166
   Payroll tax obligation                                                111,090            96,044
   Accounts payable                                                      103,267           107,065
   Pending stock subscriptions                                            60,499            10,721
                                                                   -------------    --------------

      Total current liabilities                                          395,104           299,385

NOTE PAYABLE TO SHAREHOLDER                                               27,705            30,110

COMMITMENTS AND CONTINGENCIES (Note 4)

SHAREHOLDERS' DEFICIT
  Common stock -- $.003 par value; 50,000,000 shares authorized;
    14,328,635 and 11,961,456 issued and outstanding at
    September 30, 2003 (unaudited) and December 31, 2002,
    respectively                                                          42,986            35,885
  Additional paid-in capital                                           4,487,892         3,242,118
  Deficit accumulated during development stage                        (4,929,007)       (3,589,620)
                                                                   -------------    --------------

      Total shareholders' deficit                                       (398,129)         (311,617)
                                                                   -------------    --------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $      24,680    $       17,878
                                                                   =============    ==============
</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,
                                                               2003            2002
                                                          -------------   -------------
<S>                                                       <C>             <C>

REVENUES                                                  $        --     $        --

GENERAL AND ADMINISTRATIVE EXPENSES                           1,207,743          78,567
                                                          -------------   -------------

   Loss from operations                                       1,207,743          78,567

OTHER INCOME                                                      3,638           1,236
                                                          -------------   -------------

   Loss before provision for income taxes                     1,204,105          77,331

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

   Net loss                                               $   1,204,105   $      77,331
                                                          =============   =============

Net loss per share - basic and diluted                    $        0.09   $        0.01
                                                          =============   =============

Weighted average shares outstanding - basic and diluted      13,964,256      11,814,581
                                                          =============   =============
</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,
                                                               2003            2002            2003
                                                          -------------   -------------   -------------
<S>                                                       <C>             <C>             <C>

REVENUES                                                  $        --     $        --     $        --

GENERAL AND ADMINISTRATIVE EXPENSES                           1,346,995         944,090       4,947,517
                                                          -------------   -------------   -------------

   Loss from operations                                       1,346,995         944,090       4,947,517

OTHER INCOME                                                      7,608           3,506          18,510
                                                          -------------   -------------   -------------

   Loss before provision for income taxes                     1,339,387         940,584       4,929,007

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

   Net loss                                               $   1,339,387   $     940,584   $   4,929,007
                                                          =============   =============   =============

Net loss per share - basic and diluted                    $        0.11   $        0.08
                                                          =============   =============

Weighted average shares outstanding - basic and diluted      12,629,056      11,738,736
                                                          =============   =============
</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,
                                                        2003             2002             2003
                                                   -------------    -------------    -------------
<S>                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $  (1,339,387)   $    (940,584)   $  (4,929,007)
   Adjustments to reconcile net loss to net
     cash used in operating activities
       Depreciation and amortization                       7,877           25,049          100,424
       Issuance of common stock for services           1,150,100          677,400        3,466,331
   Changes in:
     Employee advances                                    (1,328)             439           (1,800)
     Other assets                                           --               --             (1,000)
     Accounts payable                                     (3,798)          40,240          103,267
     Accrued compensation                                 37,082           52,749          120,248
     Payroll tax obligation                               15,046           13,715          111,090
                                                   -------------    -------------    -------------

       Net cash used in operating activities            (134,408)        (130,992)      (1,030,447)
                                                   -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                     (4,112)             (85)         (45,065)
                                                   -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in bank overdraft                  (2,389)          (5,955)            --
   Proceeds from issuance of common stock                102,775          149,426        1,112,246
   Payments on note payable to shareholder                (5,405)          (5,751)         (15,295)
   Cash received on pending stock subscription            49,778             --             60,500
   Cash received on receivable from shareholder             --               --              1,000
   Proceeds from note payable to shareholder               3,000             --             43,000
   Payments on payable to related party                     --               --           (116,500)
                                                   -------------    -------------    -------------

       Net cash provided by financing activities         147,759          137,720        1,084,951
                                                   -------------    -------------    -------------

INCREASE IN CASH                                           9,239            6,643            9,439

Beginning cash                                               200              200             --
                                                   -------------    -------------    -------------

Ending cash                                        $       9,439    $       6,843    $       9,439
                                                   =============    =============    =============
</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,
                                                       2003            2002            2003
                                                  -------------   -------------   -------------
<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                                 $       1,003   $        --     $       5,654
                                                  =============   =============   =============

         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. The Company is in the process of attempting to
raise equity financing to fund its future  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
10-KSB for the year ended December 31, 2002.

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 three and nine month periods ended September 30, 2003 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 $4,929,007 in losses since its inception.  In addition,
at  September  30,  2003,  the  Company's  liabilities  exceeded  its  assets by
$398,129,  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  $1,112,246  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 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 a five-year  employment
contract with its CEO,  which  requires the Company to issue  200,000  shares of
common  stock as  compensation  over the term of the  contract.  In the event of
termination,  the stock  issuance  will be prorated  based on the portion of the
five-year  term  served.  The  Company has accrued  $78,716 of  compensation  at
September 30, 2003,  including  $2,667 for the three months ended  September 30,
2003 which represents the fair value of the portion of shares earned and not yet
issued at September 30, 2003. As of September 30, 2003, 150,000 shares have been
earned and 80,000 shares have been issued under this agreement.




                                       7
<PAGE>

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

                          Notes to Financial Statements


4.       COMMITMENTS AND CONTINGENCIES (Continued)

Effective  December 28,  1999,  the Company  entered into a two-year  employment
contract with an employee  which  requires the Company to issue 50,000 shares of
common stock as compensation  over the term of the contract.  The contract ended
in December  2001 and has not been renewed.  The Company has accrued  $33,366 of
compensation  at September  30,  2003,  which  represents  the fair value of the
portion  of shares  earned  and not yet  issued at  September  30,  2003.  As of
September  30, 2003,  25,000 shares of stock have been earned and not yet issued
under this agreement.

Effective  December  28, 1999 the  Company  entered  into a one-year  employment
contract with an employee,  which requires the Company to issue 10,000 shares of
common stock as compensation over the term of the contract. The contract carries
an automatic  one year  renewal and requires the Company to issue an  additional
10,000  shares each year. As of September 30, 2003 7,500 shares valued at $8,167
have been earned and not yet issued under this agreement.

5.       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.  These options which
vested immediately expired unexercised in April 2003.

6.       PAYROLL TAX OBLIGATION

The Company has not  remitted a portion of its  Federal and State  employer  and
employee  payroll taxes for the years ended  December 31, 2001 and 2002, and the
nine months ended September 30, 2003. 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, 2003 is $111,090 and has been  reflected in
the accompanying financial statements as Payroll Tax Obligation.

7.       NOTE PAYABLE TO SHAREHOLDER

At September  30, 2003,  the Company has an  uncollateralized  note payable to a
shareholder  in the amount of $27,705 with interest only payments due monthly at
12.25% with no specified  maturity  date.  This  obligation  is  classified as a
long-term liability based on the Company's and the note holder's intent.

8.       STOCK BASED COMPENSATION

The Company  accounts for common stock  issued to employees in  accordance  with
Accounting  Principles  Board Opinion No. 25 ("APB 25"),  "Accounting  for Stock
Issued to Employees." Under APB 25, the Company recognizes  compensation expense
as shares are earned under terms of various  employment  agreements based on the
fair value of the common stock.  Fair value is calculated using the average cash
sales price of the Company's  common stock during each month in which the shares
are earned.

The Company  accounts for common stock and stock options issued to non-employees
using  Financial  Accounting  Standard  No.  123 ("FAS  123"),  "Accounting  for
Stock-Based   Compensation,"   as  amended  by  SFAS  No.  148  "Accounting  for
Stock-Based   Compensation-Transition   and  Disclosure-an   amendment  of  FASB
Statement No. 123" ("FAS 148"), and the provisions of Emerging Issues Task Force
No. 96-18 ("EITF 96-18"),  "Accounting for Equity Instruments That Are Issued to
Other Than  Employees  for  Acquiring or in  Conjunction  with Selling  Goods or
Services".  All  transactions  in which goods or services are the  consideration
received for the issuance of equity  instruments  are accounted for based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instrument issued,  whichever is more reliably measurable.  The measurement date
of the fair value of the equity  instrument issued is the earlier of the date on
which the  counterparty's  performance  is  complete  or the date on which it is
probable that performance will occur.



                                       8
<PAGE>

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

                          Notes to Financial Statements



8. STOCK BASED COMPENSATION (Continued)

The  Company  accounts  for its  stock-based  employee  compensation  using  the
intrinsic   value-based   method   prescribed   by  APB  No.   25  and   related
interpretations.  As such,  compensation expense is based on the excess, if any,
on the date of grant  between  the fair values of the  Company's  stock over the
option exercise price. The Company  recorded no compensation  expense related to
the issuance of stock options during the nine month periods ended  September 30,
2003 or 2002. If the Company determined  compensation based on the fair value at
the grant date for the stock  options under FAS 123 the Company's net loss would
not have been different for the nine month periods ended  September 30, 2003 and
2002.

9.       STOCK ISSUANCE

During July 2003 the Company issued  2,300,000 shares of common stock to its CEO
as additional  compensation.  The Company  recorded  $1,150,000 of  compensation
expense  during the three months ended  September 30, 2003 which  represents the
fair value of shares on the date of issuance.
































                                       9
<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  originally  with AT&T now with Billing  Concepts,  Inc. Our billing
arrangement with Billing Concepts, Inc. is available to customers throughout the
United States.

         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  Billing  Concepts,  Inc. to the local  telephone  service
provider,  using  their 900  billing  system.  The  charge  then  appears on the
customer's next monthly telephone bill.

         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.

         Commencing January 2003, AT&T no longer  communicates the 900 charge to
the local phone companies nor will the local monthly bill include AT&T's logo on
the 900 billing page. Consequently, we have selected Billing Concepts, Inc., 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.  Billing Concepts, Inc. charges similar
fees as AT&T.



                                       10
<PAGE>

         Our rights to offer AT&T's 900 billing  service online were assigned to
us by Consumer Data Solutions Corp. (CDS),  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   transport  to  telephone  bills  through  AT&T's  900
                  network; and

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



                                       11
<PAGE>

         Although  AT&T  terminated  its  billing  services  for all 900  number
merchants  in January  2003,  requiring  us to select  another  billing  service
provider, the charge transactions continue to be supported by AT&T.

MARKETING

         Using our marketing staff 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 network.  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.





                                       12
<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,
2002 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
a billing and  collection  charge of 6% of the amount of the  transaction  and a
fixed fee of $.45 per  transaction.  This fee is earned for  providing the bills
which the local telephone  companies include in their monthly billing statements
to their  customers.  Commencing in January 2003 AT&T terminated  providing this
billing  service,  and we have  contracted with a private,  third-party  billing
service,  Billing Concepts,  Inc., 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.

         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 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  in 2003,  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 first  quarter of 2004,  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.



                                       13
<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 first quarter of 2004,  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  paragraph as part of their audit opinion of our
financial statements for the year ended December 31, 2002. We have not generated
any revenue since our inception and we incurred a net loss of $1,116,689 for the
year ended  December 31, 2002 and incurred a net loss of  $1,339,387  during the
first nine months of 2003.  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 $1,112,246. 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  "Evaluation
Date"),  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.  Since the Evaluation Date, there have been no significant
changes  in the  Company's  internal  control  or in other  factors  that  could
significantly affect such controls.

                          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.



                                       14
<PAGE>

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

(a)      Exhibits

         31.1  Certification  of Chief Executive  Officer  Pursuant To 18 U.S.C.
         Section 1350, As Adopted Pursuant To Section 302 Of The  Sarbanes-Oxley
         Act of 2002

         32.1  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

(b)      Reports on form 8-K.

         None



                                   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: January 8, 2004                          By /s/ Carl O. Sherman
                                                 -------------------------------
                                                 Carl O. Sherman, Sr., President























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