**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 WASHINGTON,
        D.C. 20549
 **_______________**
 
 **FORM
        10-QSB**
 
 **X**   **QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d)** **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 **** **For the Quarterly Period Ended March 31, 2006**
 
 **OR**
 
 **TRANSITION
        REPORT UNDER SECTION 13 OR 15(d)**
 **OF
        THE EXCHANGE ACT**
 
 **____________________**
 
 Commission
        File Number 000-30479
 **ETELCHARGE.COM,
        INC.**
 (Exact
        name of small business issuer as specified in its charter)
 
 **Nevada**
                **75-2847699**(State
                    or other jurisdiction of
                (I.R.S.
                    Employerincorporation
                    or organization)
                Identification
                    No.)
 **1636
                    N. Hampton, Suite 270, Desoto, Texas**
                ******75115**(Address
                    of principal executive office)
                (Zip
                    Code)
 Issuer’s
        telephone number: **(972)298-3800**
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.
 Yes
        No  X
 
 The
        number of shares of the issuer’s common stock outstanding as of May 11, 2006 was
        129,738,746.
 
 Transitional
        Small Business Disclosure Format (Check One): Yes  No X
 
  
  
 **ETELCHARGE.COM,
        INC.**
 
 
 **FORM
        10-QSB**
 
 **For
        the Quarter March 31, 2006**
 
 **INDEX**
 PAGE
 
 PART
        I --
        FINANCIAL INFORMATION
  Item
        1.
        Financial
        Statements 3
 
 Item
        2.
        Management’s Discussion and Analysis Or Plan of Operation
 
 Item
        3.
        Controls and Procedures
 
 SIGNATURES
 
  
  **Item
          1. Financial Statements**
 **ETELCHARGE.COM,
                    INC.****(A
                    Development Stage Company)****BALANCE
                    SHEETS****(Unaudited)**March
                    31,
                
                
                December
                    31,2006
                
                
                2005**ASSETS**Current
                    assets:Cash
                
                $
                2,803
                
                $
                13,671Fixed
                    assets, net of accumulated depreciation of $48,859 and
                    $48,248
                
                
                4,530
                
                
                5,141Deposits
                
                
                1,980
                
                
                1,980Total
                    assets
                
                $
                9,313
                
                $
                20,792**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT**Current
                    liabilities:Short
                    term debt - related parties
                
                $
                6,117
                
                $
                6,117Accrued
                    expenses
                
                
                61,842
                
                
                56,284Payroll
                    tax obligation
                
                
                148,041
                
                
                143,970Accounts
                    payable
                
                
                101,707
                
                
                99,942Note
                    payable to shareholder
                
                
                341,693
                
                
                284,546Short
                    term debt
                
                
                2,920
                
                
                2,920Pending
                    stock subscriptions
                
                
                -
                
                
                5,213Total
                    current liabilities
                
                
                662,320
                
                
                598,992-
                
                
                -CommitmentsStockholders'
                    deficit:Common
                    stock, $.003 par value, 250,000,000 shares authorized,129,738,746
                    and 128,921,706 shares issued and outstanding
                
                
                389,216
                
                
                386,765Additional
                    paid in capital
                
                
                11,384,995
                
                
                11,340,625Deficit
                    accumulated during the development stage
                
                
                (12,427,218
                )
                
                (12,305,590
                )Total
                    stockholders' deficit
                
                
                (653,007
                )
                
                (578,200
                )Total
                    liabilities and stockholders' deficit
                
                $
                9,313
                
                $
                20,792
  
  
 **ETELCHARGE.COM,
                    INC.****(A
                    Development Stage Company)****STATEMENTS
                    OF EXPENSES****(Unaudited)**June7,1999Three
                    months ended
                
                (Inception)
                    toMarch
                    31,
                
                March
                    31,2006
                
                
                2005
                
                
                2006Revenues
                
                $
                7,521
                
                $
                -
                
                $
                26,830Operating
                    expenses
                
                
                122,600
                
                
                1,912,392
                
                
                12,453,621Net
                    loss from operations
                
                
                (115,079
                )
                
                (1,912,392
                )
                
                (12,426,791
                )Other
                    income
                
                
                -
                
                
                7,309
                
                
                57,438Interest
                    expense
                
                
                (6,547
                )
                
                (7,198
                )
                
                (57,865
                )Net
                    loss
                
                $
                (121,626
                )
                $
                (1,912,281
                )
                $
                (12,427,218
                )Basic
                    and diluted net loss per share
                
                $
                (0.00
                )
                $
                (0.02
                )Basic
                    and diluted weighted average sharesoustanding
                
                
                129,648,153
                
                
                91,213,563
  
  
 **ETELCHARGE.COM,
                    INC.****(A
                    Development Stage Company)****STATEMENTS
                    OF CASH FLOWS****(Unaudited)**June7,1999Three
                    months ended
                
                (Inception)
                    toMarch
                    31,
                
                March
                    31,2006
                
                
                2005
                
                
                2006CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (121,626
                )
                $
                (1,912,281
                )
                $
                (12,427,218
                )Adjustments
                    to reconcile net loss to netcash
                    used in operating activities:Amortization
                    and depreciation
                
                
                611
                
                
                859
                
                
                111,859Issuance
                    of common stock for services
                
                
                -
                
                
                1,841,200
                
                
                7,837,531Imputed
                    interest
                
                
                5,608
                
                
                5,510
                
                
                17,622Changes
                    in:Other
                    assets
                
                
                -
                
                
                (400
                )
                
                (1,980
                )Accounts
                    payable
                
                
                1,764
                
                
                14,557
                
                
                101,707Accrued
                    compensation
                
                
                41,558
                
                
                (250
                )
                
                2,756,883Payroll
                    tax obligation
                
                
                4,070
                
                
                1,744
                
                
                148,041Net
                    cash used in operating activities
                
                
                (68,015
                )
                
                (49,061
                )
                
                (1,455,555
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESPurchase
                    of property and equipment
                
                
                -
                
                
                -
                
                
                (48,589
                )Net
                    cash used in investing activities
                
                
                -
                
                
                -
                
                
                (48,589
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    from sales of common stock
                
                
                -
                
                
                6,150
                
                
                1,119,397Net
                    loan proceeds from shareholder
                
                
                57,147
                
                
                39,054
                
                
                347,810Proceeds
                    from note payable-other
                
                
                -
                
                
                -
                
                
                2,920Payment
                    on payable to related party for asset purchase
                
                
                -
                
                
                -
                
                
                (116,500
                )Cash
                    received on pending stock subscriptions
                
                
                -
                
                
                802
                
                
                153,320Net
                    cash provided by financing activities
                
                
                57,147
                
                
                46,006
                
                
                1,506,947NET
                    CHANGE IN CASH AND CASH EQUIVALENTS
                
                
                (10,868
                )
                
                (3,055
                )
                
                2,803CASH
                    AND CASH EQUIVALENTS, beginning of period
                
                
                13,671
                
                
                3,255
                
                
                -
  
  
 **ETELCHARGE.COM,
                    INC.****(A
                    Development Stage Company)****STATEMENTS
                    OF CASH FLOWS****(Unaudited)**June7,1999Three
                    months ended
                
                (Inception)
                    toMarch
                    31,
                
                March
                    31,2006
                
                
                2005
                
                
                2006Supplemental
                    schedule of non-cash financing activities:Issuance
                    of common stock in exchange forreceivable
                    from shareholder
                
                $
                -
                
                $
                -
                
                $
                1,000Issuance
                    of payable to related party in exchangefor
                    proprietary rights
                
                
                -
                
                
                -
                
                
                116,500Property
                    and equipment acquired throughissuance
                    of common stock
                
                
                -
                
                
                -
                
                
                4,800Issuance
                    of common stock for accrued compensation
                
                
                36,000
                
                
                2,659,141
                
                
                2,695,141Issuance
                    of common stock for pending stocksubscriptions
                
                
                5,213
                
                
                148,007
                
                
                153,220Supplemental
                    cash flow disclosures:Cash
                    paid for income taxes
                
                
                -
                
                
                -
                
                
                -Cash
                    paid for interest
                
                
                939
                
                
                34
                
                
                6,664
  **ETELCHARGE.COM,
        INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 
  **NOTE
        1-BASIS OF PRESENTATION**
  The
        accompanying unaudited interim financial statements of Etelcharge.com, Inc.
        (“Etelcharge”) have been prepared in accordance with accounting principles
        generally accepted in the United States of America and the rules of the
        Securities and Exchange Commission (“SEC”), and should be read in conjunction
        with the audited financial statements and notes thereto contained in
        Etelcharge’s Annual Report filed with the SEC on Form 10-KSB. In the opinion of
        management, all adjustments, consisting of normal recurring adjustments,
        necessary for a fair presentation of financial position and the results of
        operations for the interim periods presented have been reflected herein.
        The
        results of operations for interim periods are not necessarily indicative
        of the
        results to be expected for the full year. Notes to the financial statements
        that
        would substantially duplicate the disclosure contained in the audited financial
        statements for 2005 as reported in the 10-KSB have been omitted.
  
 **NOTE
        2 - ACCRUED COMPENSATION AND PENDING STOCK SUBSCRIPTIONS**
 
 During
        the quarter ended March 31, 2006, Etelcharge issued 417,040 shares of common
        stock valued at $5,213 to several investors under pending stock subscriptions.
        There are no stock subscriptions outstanding at March 31, 2006.
  During
        the quarter ended March 31, 2006, Etelcharge issued 400,000 shares of common
        stock valued at $36,000 to an employee for accrued compensation. As of March
        31,
        2006, there were 585,000 shares of common stock valued at $58,092 accrued
        for
        compensation.
  **Item
        2. Management's Discussion and Analysis or Plan of
        Operation.**
 Management’s
        discussion and Analysis contains various “forward looking statements” within the
        meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
        regarding future events or the future financial performance of the Company
        that
        involve risk and uncertainties. Certain statements included in this Form
        10-KSB,
        including, without limitation, statements related to anticipated cash flow
        sources and uses, and words included but not limited to “ anticipates”,
“believes”, “plans”, “expects”, “continue”, “will”, and similar expressions are
        intended to identify forward- looking statements within the meaning of section
        27A of the Securities Act of 1933 and Section 21E of the Securities act of
        1934
        regarding events, conditions , and financial trends that may affect our future
        plans of operations, business strategy, operation results and financial
        position. We caution readers that a variety of factors could cause our actual
        results to differ materially from the anticipated results or other matters
        expressed in forward-looking statements.
  The
        following information should be read in conjunction with our financial
        statements and notes thereto appearing elsewhere in this Form
        10-QSB
 
 The
        Company had a net loss of $121,626 for the three months ended March 31, 2006,
        a
        decrease of $1,790,655 compared to a net loss of $1,912,281 for the three
        months
        ended March 31, 2005. The decreased loss primarily resulted from fewer non-cash
        charges associated with the issuance of common stock for services. Our ability
        to operate profitably depends on generating sales and achieving sufficient
        gross
        profit margins. We cannot assure you that we will achieve or maintain profitable
        operations in the future
 
 PLAN
        OF
        OPERATION
 We
        were
        organized in June 1999 and are in the development stage. Investors should
        note
        that our auditor's report for 2005, included a paragraph which expressed
        substantial doubt as to our ability to continue as a going concern. We expect
        that revenue will be generated from both online and offline merchants and
        customers.  We will maintain a billing fee of 3% to 4% of the purchase
        price of the goods or services charged, not including taxes, and an approximate
        new transaction fee of $.25 per transaction service charge.  We plan to
        maintain the same fee of a five percent (5%) to ten percent(10%) service
        charge
        to be added to total charge added to phone bill utilizing our telephone billing
        option, while limiting purchases to sixty dollars ($60.) per month.  Our
        costs for phone billing are comprised of Billing Concepts 6% of billed revenue
        and Local Phone Company charges, which vary from $0.45 cents up to $1.65. 
Billing Concepts will earn this fee for providing the bills that the local
        telephone companies will include in their monthly billing statements to their
        customers.  Additional revenue will be generated from our credit card
        merchant services.  We charge merchants a monthly fee ranging from $29. to
        $89. per month for leasing our credit card machines, a discount fee ranging
        from
        1.69% to 3% for credit card processing, a transaction fee of twenty five
        cents
        ($0.25), a statement fee ranging from $10 to $15 per month.
  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.
  We
        have
        tested our initial phone billing option with 19 Web merchants, all of which
        have
        been integrated into our billing system. Previously, it took a number of
        months
        to integrate our merchants, as they were required to write some of the computer
        code necessary to join our system. Recently, however, we began to provide
        the
        code ourselves which we believe will significantly shorten the time necessary
        for merchants to join our billing system. We expect, but cannot assure, that
        we
        will add new Web Merchants in 2006, most of who will be signed up through
        the
        efforts of our resellers. We currently have three such resellers who are
        existing Web merchants, authorized agents and a shopping cart software company
        who are paid a commission of approximately 20% of the revenue generated from
        new
        Web merchants referred by them. Our resellers will take a three day training
        course from us, either online or at our corporate offices, before commencing
        to
        market any of our payment options including the new 1.1 and 2.0 versions
        of our
        payment options offered to merchants, 900 billing services to Web merchants,
        or
        our merchant service options for Visa, MasterCard or American Express. Our
        agreements with resellers provide 20% commission, a nominal residual fee
        so long
        as we retain Web merchants referred by the reseller and are cancelable by
        either
        party on 30 days notice to the other.
 
 Commencing
        with the launch of the 1.1 and 2.0 version telephone billing option, and
        assuming financing is available, we intend to initiate an online advertising
        campaign, using mass e-mails to advise online users of our billing service.
        We
        also intend to commence at that time an effort to attract resellers through
        attendance at industry and trade shows and through advertising in trade
        journals. We are uncertain as to how many resellers we will be able to attract
        through these efforts.
 
 We
        also
        seek to enter into agreements with other online entities, web sites and
        independent sales and marketing organizations to generate market awareness
        and
        usage of our eTelcharge.Com icon. We will also continue to promote our brand
        through the issuance of press releases to related trade publications, general
        interest media publications, print media and Internet media.
 
 Over
        the
        next two years, we intend to make adjustments and improvements in our product
        software and marketing efforts. In order to identify the areas that need
        improvement, we anticipate meeting with online retailers who accepted our
        initial version and online shoppers to conduct online consumer interviews.
        In
        the near term, we will expand our efforts to reach online retailers, focusing
        upon the larger national retailers.  Upon the launch of the 1.1and 2.0
        version, assuming funds are available, we will also demonstrate our billing
        system at industry affiliated trade shows.
 
 The
        initiation of our plan of operation is dependent upon our raising sufficient
        working capital to allow us to institute the plan. However, there can be
        no
        assurance that we will be successful in doing so. Due to our lack of capital
        and
        our need for working capital to continue our business plan, our auditors
        issued
        a going concern qualification as part of their audit opinion of our financial
        statements for the year ended December 31, 2005. We have generated $26,830
        in
        revenue since our inception and since inception through March 31, 2006 we
        incurred a cumulative net loss of $12,427,218.
  Our
        operations have been funded solely through the issuance of our common shares.
        Total cash proceeds for the issuance of common shares totaled $1,119,397
        from
        inception through March 31, 2006. 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.
  Etelcharge.com
        plans to investigate, research and, if justified, potentially acquire or
        merge
        with one or more businesses or business opportunities. We cannot predict
        the
        nature of any potential business opportunity it may ultimately consider.
        Etelcharge will have broad discretion in its search for and negotiations
        with
        any potential business or business opportunity. Further, there can be no
        assurance that we will have the ability to acquire or merge with an operating
        business, business opportunity or property that will be of material value
        to
        us.
 
 Management
        intends to use various resources in its search for potential business
        opportunities including, but not limited to, our officers and directors,
        consultants, special advisors, securities broker-dealers, venture capitalists,
        members of the financial community and others who may present management
        with
        unsolicited proposals. Because of our lack of capital, we may not be able
        to
        retain, on a fee basis, professional firms specializing in business acquisitions
        and reorganizations. Rather, we may have to rely on outside sources, not
        otherwise associated with us, that will accept their compensation only after
        we
        have finalized a successful acquisition or merger. To date, we have not engaged
        or entered into any agreement or understanding with a particular consultant
        regarding our search for business opportunities.
 
 If
        we
        elect to engage an independent consultant, we will look only to consultants
        that
        have experience in working with small companies in search of an appropriate
        business opportunity. Also, the consultant must have experience in locating
        viable merger and/or acquisition candidates and have a proven track record
        of
        finalizing such business consolidations. Further, we would prefer to engage
        a
        consultant that will provide services for only nominal up-front consideration
        and is willing to be fully compensated only at the close of a business
        consolidation.
 
 We
        do not
        intend to limit our search to any specific kind of industry or business.
        We may
        investigate and ultimately acquire a venture that is in its preliminary or
        development stage, is already in operation, or in various stages of its
        corporate existence and development. Management cannot predict at this time
        the
        status or nature of any venture in which we may participate. A potential
        venture
        might need additional capital or merely desire to have its shares publicly
        traded. The most likely scenario for a possible business arrangement would
        involve the acquisition of or merger with an operating business that does
        not
        need additional capital, but which merely desires to establish a public trading
        market for its shares. Management believes that we could provide a potential
        public vehicle for a private entity interested in becoming a publicly held
        corporation without the time and expense typically associated with an initial
        public offering.
 
 Once
        we
        identify a particular entity as a potential acquisition or merger candidate,
        management will seek to determine whether acquisition or merger is warranted,
        or
        whether further investigation is necessary. Such determination will generally
        be
        based on management's knowledge and experience, or with the assistance of
        outside advisors and consultants evaluating the preliminary information
        available to them. Management may elect to engage outside independent
        consultants to perform preliminary analysis of potential business opportunities.
        However, because of our limited capital we may not have the necessary funds
        for
        a complete and exhaustive investigation of any particular
        opportunity.
 
 In
        evaluating such potential business opportunities, we will consider, to the
        extent relevant to the specific opportunity, several factors
        including:
 
 *
        potential benefits to us and our shareholders;
 *
        working capital;
 *
        financial requirements and availability of additional financing;
 *
        history of operation, if any;
 *
        nature of present and expected competition;
 *
        quality and experience of management;
 *
        need for further research, development or exploration;
 *
        potential for growth and expansion;
 *
        potential for profits; and
 *
        other factors deemed relevant to the specific opportunity.
 
 There
        are
        certain unidentified risks that cannot be adequately expressed prior to the
        identification of a specific business opportunity. There can be no assurance
        following consummation of any acquisition or merger that the business venture
        will develop into a going concern or, if the business is already operating,
        that
        it will continue to operate successfully. Many potential business opportunities
        available to us may involve new and untested products, processes or market
        strategies which may not ultimately prove successful.
 
 We
        cannot
        predict the manner in which we might participate in a prospective business
        opportunity. Each separate potential opportunity will be reviewed and, upon
        the
        basis of that review, a suitable legal structure or method of participation
        will
        be chosen. The particular manner in which we participate in a specific business
        opportunity will depend upon the nature of that opportunity, the respective
        needs and desires of our management and management of the opportunity, and
        the
        relative negotiating strength of the parties involved. Actual participation
        in a
        business venture may take the form of an asset purchase, lease, joint venture,
        license, partnership, stock purchase, reorganization, merger or consolidation.
        We may act directly or indirectly through an interest in a partnership,
        corporation, or other form of organization, however, we do not intend to
        participate in an opportunity through the purchase of a minority stock
        position.
 
 It
        is
        also possible that there will be a change in control of our company. The
        owners
        of any business opportunity which we acquire or merge with will most likely
        acquire control following such transaction. Management has not established
        any
        guidelines as to the amount of control it will offer to prospective business
        opportunities, but rather management will attempt to negotiate the best possible
        agreement for the benefit of our shareholders.
 
 There
        exists a possibility that the terms of any future acquisition or merger
        transaction might include the sale of shares presently held by our officers
        and/or directors to parties affiliated with or designated by the potential
        business opportunity. Presently, management has no plans to seek or actively
        negotiate such terms. However, if this situation does arise, management is
        obligated to follow our Articles of Incorporation and all applicable corporate
        laws in negotiating such an arrangement. Under this scenario of a possible
        sale
        by officers and directors, it is unlikely that similar terms and conditions
        would be offered to all other shareholders or that shareholders would be
        given
        the opportunity to approve such a transaction.
  In
        the
        event of a successful acquisition or merger, a finder's fee, in the form
        of cash
        or securities, may be paid to a person or persons instrumental in facilitating
        the transaction. No criteria or limits have been established for the
        determination of an appropriate finder's fee, although it is likely that
        any fee
        will be based upon negotiations by us, the business opportunity and the finder.
        Management cannot at this time make an estimate as to the type or amount
        of a
        potential finder's fee that might be paid. It is unlikely that a finder's
        fee
        will be paid to an affiliate because of the potential conflict of interest
        that
        might result. If such a fee was paid to an affiliate, it would have to be
        in
        such a manner so as not to compromise an affiliate's possible fiduciary duty
        to
        us or to violate the doctrine of corporate opportunity. Further, in the unlikely
        event a finder's fee was to be paid to an affiliate, we would most likely
        have
        such an arrangement ratified by the shareholders in an appropriate
        manner.
 
 It
        is
        possible that we may acquire or merge with a business opportunity in which
        our
        management, affiliates or promoters have an ownership interest. Should that
        occur, we may seek the approval of our shareholders before consummating such
        a
        related party transaction.
  **Item
        3. Controls and Procedures**
 eTelcharge
        has adopted and implemented internal disclosure controls and procedures designed
        to provide reasonable assurance that all reportable information will be
        recorded, processed, summarized and reported within the time period specified
        in
        the SEC’s rules and forms. Under the supervision and with the participation of
        management, including our Chief Executive and Chief Financial Officer,
        eTelcharge has evaluated the effectiveness of the design and operation of
        its
        disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e)
        as of
        the end of the fiscal quarter covered by this report. Based on that evaluation,
        the Chief Executive Officer and Chief Financial Officer have concluded that
        these  disclosure
        controls and procedures are not effective in timely alerting management to
        material information relating to us required to be included in our periodic
        SEC
        filings. Our reports have not been prepared or submitted on a timely basis
        and
        we were unable to properly accrue unpaid compensation expenses or properly
        calculate and record the value of stock issued for services. There have been
        no
        significant changes in our internal controls or in other factors that could
        significantly affect internal controls subsequent to the date we carried
        out our
        evaluation.
  During
        the last fiscal quarter ended March 31, 2006, there has been no changes in
        internal controls or in other factors during or since the end of the fiscal
        quarter covered by this report that have had a material effect or are reasonably
        likely to have a material effect on internal controls subsequent to the end
        of
        the fiscal quarter covered by this report.
 
 
 
 
 
 
 
 
 **SIGNATURES**
 
  In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 
  
 **ETELCHARGE.COM,
                INC.**Date: May
                15, 2006
              By:
              /s/
                Carl O. ShermanChief
                Executive Officer
 
 **ETELCHARGE.COM,
                INC.**Date: May
                15, 2006
              By:
              /s/
                Michelle R. ShermanPrincipal
                Financial Officer