UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549      Form 10-Q      xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30,
2008  oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
       to  Commission File Number 000-304799  eTELCHARGE.COM (Exact name of registrant as specified in
its charter)  NEVADA
75-2847699(State or other jurisdiction
(I.R.S. Employerof incorporation or organization)
Identification
No.)  1636 N. HAMPTON, SUITE 270, DESOTO,
TEXAS  75115 (Address of principal executive
offices)
              (zip
code)  972-298-3800 (Registrants telephone number, including
area code)  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.
 xYesoNo  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. Large
accelerated filer o Accelerated
filer o Non-accelerated
filer o
(Do not check if a smaller reporting
company) Smaller
reporting company  x  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 oYesxNo  As of August 8, 2008, there were 308,588,730 outstanding
shares.                          -1-    PART I 
FINANCIAL INFORMATION  Item 1. Financial Statements eTELCHARGE.COM (A Development Stage Company) BALANCE SHEETS  June 30, 2008
(unaudited)

December 31, 2007
(audited)ASSETSCurrent assets:Cash
$
6,878

$
230,227Interest receivable

4,297


1,425Prepaid expenses and other
current assets

33,547


24,444Total current assets

44,722


256,096Deferred acquisition fees

230,000


-Fixed
assets, net of accumulated depreciation of $8,250 and $4,551,
respectively

25,263


25,970Deferred financing costs

25,145


28,469Deposits

1,980


1,980Total assets
$
327,110

$
312,515LIABILITIES AND STOCKHOLDERS'
DEFICITCurrent liabilities:Accrued expenses
$
76,473

$
139,732Payroll tax obligation

40,287


112,610Accounts payable

417,206


53,598Derivative liability

142,684


144,643Current portion of notes
payable

25,847


4,217Total current liabilities

702,497


454,800Long-term liabilities:7.75%
Convertible debenture, net of discount of $134,997 and $144,642,
respectively

60,003


55,358Notes payable

4,537


6,042Total liabilities

767,037


516,200Commitments and contingenciesStockholders' deficit:Common stock, $0.003 par value,
400,000,000 shares authorized,300,594,413
and 282,087,602  issued and outstanding, respectively

901,783


846,262Additional paid-in
capital

15,374,404


14,620,417Deficit accumulated during the
development stage

(16,716,114)


(15,670,364)Total stockholders'
deficit

(439,927)


(203,685)Total liabilities and stockholders'
deficit
$
327,110

$
312,515  See accompanying notes to the financial
statements  -F1-     eTELCHARGE.COM(A Development Stage
Company)STATEMENTS OF
OPERATIONS(Unaudited)Three months ended

Six months ended


June 7, 1999June 30,

June 30,


(Inception) toJune 30,2008


2007

2008


2007


2008Revenues
$
17,726

$
7,102
$
26,890

$
18,652

$
125,002Operating expenses

469,238


379,707

1,051,922


651,594


16,457,377Net loss from operations

(451,512)


(372,605)

(1,025,032)


(632,942)


(16,332,375)Other income

-


-

-


-


61,826Loss on extinguishment of debt, net

-


-

-


(642,754)


(293,620)Interest expense, net

(12,005)


(7,695)

(20,718)


(15,622)


(151,946)Net loss
$
(463,517)

$
(380,300)
$
(1,045,750)

$
(1,291,318)

$
(16,716,114)Basic and diluted net loss per share
$
(0.00)

$
(0.00)
$
(0.00)

$
(0.01)Weighted average shares outstanding

293,481,413


215,840,525

289,441,951


182,310,815                                 See accompanying notes to the financial
statements  -F2-      eTELCHARGE.COM(A Development Stage
Company)STATEMENTS OF CASH
FLOWS(Unaudited)June 7, 1999Six months ended

(Inception) toJune 30,

June 30,2008

2007

2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$
       (1,045,750)
$
(1,291,318)

$
             (16,716,114)Adjustments to reconcile net loss to net
cash
used in operating activitiesAmortization and depreciation
16,542

1,352

134,387Issuance of common stock for services
393,494

471,138

9,764,263Issuance of stock options for services
144,817

-

871,067Mark derivative instrument to market
830

-

830Imputed interest
-

13,126

63,036Loss on extinguishment of debt
-

642,754

293,620Changes in:Deferred acquisition fees
(230,000)

-

(230,000)Interest receivable
(2,872)

-

(4,297)Prepaid expenses and other current assets
16,897

-

(9,527)Accounts payable
359,708

4,034

465,777Accrued expenses
28,775

26,137

2,834,581Payroll tax obligation
(72,323)

18,817

40,288Net cash used in operating activities
(389,882)

(113,960)

(2,492,089)CASH FLOWS FROM INVESTING ACTIVITIESCapital lease obligation
-

-

8,911Disposal of property and equipment
-

-

867Purchase of property and equipment
(2,991)

-

(79,873)Net cash used in investing
activities
(2,991)

-

(70,095)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sales of common stock
171,499

143,332

2,067,682Proceeds from convertible note payable (net of
offering costs)
-

-

171,531Net loan proceeds from shareholder
-

(11,990)

337,752Proceeds from notes payable-other
-

-

153,233Payments on notes payable-other
(1,975)

(293)

(44,636)Payment on note payable to related party for asset
purchase
-

-

(116,500)Net cash provided by financing
activities
169,524

131,049

2,569,062NET CHANGE  IN CASH
(223,349)

17,089

6,878CASH, beginning of period
230,227

1,672

-CASH, end of period
$
                  6,878
$
18,761

$
                          6,878                             See accompanying notes to the financial
statements -F3-     June 7, 1999Six months ended

(Inception) toJune 30,

June 30,2008

2007

2008Supplemental schedule of
non-cash financing activities:Issuance of common stock in
exchange for
receivable from shareholder
$
                           -
$
-
$
1,000Derivative liability
830

-

145,473Issuance of payable to related
party in exchange
for proprietary rights
-

-

116,500Property and equipment acquired
through
issuance of common stock
-

-

21,595Issuance of common stock for
accrued expenses
92,034

7,150

3,959,135Issuance of common stock for
pending stock
subscriptions
-

-

153,220Stock issued for conversion of
debenture
5,000

-

5,000Note payable issued for purchase
of insurance
26,000

-

26,000Supplemental cash flow
disclosures:Cash paid for interest
59,133

2,496

113,610                                        See accompanying notes to the financial
statements  -F4-    eTELCHARGE.COM (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS   NOTE 1 - HISTORY AND ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  eTelcharge.com (eTelcharge or the Company) was
incorporated in Nevada on June 7, 1999. eTelcharge 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 June 30, 2008, eTelcharge has
not commenced significant operations. eTelcharge is in the process of raising
financing to fund future operations and marketing of its product to target
customers. As such, eTelcharge is considered to be in the development stage.  Basis of Presentation  The accompanying unaudited interim financial statements
of 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, and should be read in conjunction with the
audited financial statements and notes thereto contained in eTelcharges most
recent 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 2007 as reported in the 10-KSB have been
omitted.  NOTE 2 - GOING CONCERN  As shown in the accompanying financial statements,
eTelcharge incurred a net loss of $1,045,750 for the six months ended June 30,
2008, has an accumulated deficit of $16,716,114 and a working capital deficit of
$657,775.  These conditions raise substantial doubt as to eTelcharge's
ability to continue as a going concern.  Management is trying to raise
additional capital through financing and further development and marketing of
its products and services in order to generate revenue.  The financial
statements do not include any adjustments that might be necessary if eTelcharge
is unable to continue as a going concern.    NOTE 3 - PROPERTY AND EQUIPMENT  Property and equipment consisted of the following at June
30, 2008:  Description


Life


AmountComputer equipment


3-5 years

$
29,430Office furniture
and equipment


5 years


4,08333,513Less: accumulated
depreciation





(8,250)$
25,263  Depreciation expense is recorded using the straight-line
method and totaled $3,699 and $1,352 for the 6 months ended June 30, 2008 and
2007, respectively.  NOTE 4 - ACCRUED COMPENSATION  During the six months ended June 30, 2008, eTelcharge
issued 9,496,904 shares of common stock valued at $485,528 to consultants for
services rendered.  Of the total amount issued, $393,494 was for current
period services and $92,034 was for services performed in prior periods and was
accrued at December 31, 2007.  As of June 30, 2008, the Company accrued $36,606 payable
in cash and $11,714 payable in 457,499 shares of common stock for compensation
for services rendered to the Company.            -F5-     NOTE 5 - PAYROLL TAX
OBLIGATION  During 2007, the Company remitted previously unpaid
Federal and State employer and employee payroll taxes for the years 2001 through
mid-2007. In March 2008, the Company received an abatement of penalties on this
obligation and, as a result, wrote-off accrued penalties of $68,026.  The
Company has recorded accrued interest from the date the taxes were due, through
the date the taxes were paid. The total amount recorded for this obligation at
June 30, 2008 and December 31, 2007 was $40,000 and $108,026, respectively.  NOTE 6  STOCK OPTIONS  As of June 30, 2008, there were 23,410,000 options
outstanding, all of which were vested.  For the six months ended June 30,
2008, the compensation expense for stock options was $144,817.   There
were no stock options exercised for the six months ended June 30, 2008 and
2007.  Stock Option Activity The following is a summary of all stock option
transactions for the six months ended June 30, 2008: Outstanding at December 31,
2007



25,010,000Granted at market price



600,000Cancelled or
expired



(2,200,000)Exercised



-Outstanding at June 30,
2008



23,410,000  At June 30, 2008, the Company had 20,000,000 stock
options outstanding for which the exercise price was lower than the market value
of the Companys common stock. The intrinsic value for these options is
$180,000.  For additional or supplemental information regarding the
Companys stock options, see our Form 10-KSB for the fiscal year ended December
31, 2007.  NOTE 7 - DERIVATIVES On December 28, 2007, eTelcharge entered into a
securities purchase agreement with Golden Gate Investors (GGI).  Under
the purchase agreement, eTelcharge issued to GGI a debenture (the Debenture),
convertible into eTelcharges common stock, in the amount of $1.5 million.
 GGI paid for the debenture by delivering a cash payment of $200,000 and a
note for $1.3 million from GGI to eTelcharge.  At any time, GGI may convert
a portion of the Debenture equal to the amount of cash paid to eTelcharge on the
initial issuance of the Debenture and pursuant to payments made under the note
from GGI, into common stock at a conversion price equal to the lesser of $0.50
per share or 80% of the three lowest Volume Weighted Average Prices (VWAP) of
eTelcharges common stock during the 20 trading days preceding the election to
convert.  As of June 30, 2008 and December 31, 2007, $195,000 and $200,000,
respectively, of the Debenture was convertible. The Debenture
further provides for eTelcharge to have the right, but not the obligation, to
choose to prepay any portion of the Debenture that the holder has elected to
convert, for an amount equal to 120% of such amount, when the VWAP is below
$0.05 per share.  The Debenture also provides that the holder may not
exercise the conversion privilege to the extent that it would acquire
beneficial ownership of eTelcharges common stock of more than 4.99%, which
may be increased to 9.99% on not less than 61 days prior notice, or such
limitation may be removed entirely on 61 days prior notice by the holder. Under the Purchase
Agreement, GGI is required to purchase up to three additional debentures, each
in the amount of $1.5 million, on terms analogous to the Debenture, upon
satisfaction of the requirement that the Debenture, and each succeeding
debenture which has been issued subsequent to the Debenture, has no more than
$250,000 outstanding, i.e., the requirement arises when the prior debenture has
been converted or otherwise redeemed so that no more than $250,000 is
outstanding.  GGI has the right to eliminate its obligations to purchase
each of the three additional debentures by a payment of $100,000. The promissory
note delivered by GGI to pay for the Debenture bears interest at the rate of 8%
per annum and is payable at maturity, January 31, 2012, with interest payable to
eTelcharge monthly.  Interest on the Principal Amount of the Debenture is
also payable monthly to GGI, at the rate of 7.75% per annum in cash, or at the
option of the holder, in shares of eTelcharges common stock valued at the then
applicable conversion price.  The maturity date of the Debenture is
December 26, 2011. The Debenture
provides for various events of default, such as failure to pay principal or
interest when due, if it is determined that any representations warranties or
covenants made in the Purchase Agreement or other related documents were false
or misleading, certain insolvency conditions, if eTelcharges common stock is no
longer traded, if eTelcharge fails to file required reports under the securities
laws, if eTelcharge defaults on any indebtedness exceeding $100,000, or if the
VWAP of the common shares is $0.01 per share or less during the term of the
Debenture.  In such event, the Debenture holder would have the right to
accelerate amounts due under the Debenture and require immediate redemption of
the Principal Amount of the Debenture, at 120% of such amount, or 110% in the
case of the default relating solely to the VWAP of the common shares being $0.01
or less.  -F6-     The Debenture is secured by a
pledge of 3,000,000 shares of common stock provided by a stockholder of
eTelcharge.  The promissory note issued by GGI is secured by all of the
assets of GGI. eTelcharge has
identified that the Debenture contains more than one embedded derivative feature
which SFAS 133 requires to be accounted for as derivatives.  The derivative
features that have been bundled together in the compound embedded derivative
include: (1) the conversion feature of the debenture; (2) the put options to
redeem the debenture after an event of default or failure to deliver stock; and
(3) the call option to prepay the debenture subsequent to a conversion request
when the VWAP is below $0.05. These embedded derivatives have been bifurcated
from the host debt contract and accounted for as derivative liabilities in
accordance with EITF 00-19.  Since multiple derivatives exist within the
Debenture, they have been bundled together as a single hybrid compound
instrument in accordance with SFAS No. 133 Derivatives Implementation Group
Implementation Issue No. B-15.  The value of the compound embedded
derivative liability was bifurcated from the debenture and recorded as a
derivative liability, which results in a reduction of the initial carrying
amount (as unamortized discount) of the related debenture at inception. The impact of the
application of SFAS 133 and EITF 00-19 on the balance sheet as of June 30, 2008,
December 31, 2007 and December 28, 2007, the date of the agreement, was as
follows:  06/30/08

12/31/07

12/28/07Net balance
$
195,000
$
200,000
$
200,000Less unamortized discount

134,997

144,642

144,845Convertible
debt
$
60,003
$
55,358
$
55,155  The unamortized discount is being amortized to interest
expense using the effective interest method over the life of the debenture. Lattice
Valuation Model eTelcharge valued
the compound embedded derivative features in the 2007 Debenture using a Lattice
Model. The lattice model values the compound embedded derivatives based on a
probability weighted discounted cash flow model. This model is based on future
projections of the five primary alternatives possible for settlement of the
features included within the compound embedded derivative, including: (1)
payments are made in cash, (2) payments are made in stock, (3) the holder
exercises its right to convert the debenture, (4) eTelcharge exercises its right
to convert the debenture and (5) eTelcharge defaults on the debenture.
eTelcharge uses the model to analyze (a) the underlying economic factors that
influence which of these events will occur, (b) when they are likely to occur,
and (c) the common stock price and specific terms of the debenture such as
interest rate and conversion price that will be in effect when they occur. Based on the
analysis of these factors, eTelcharge uses the model to develop a set of
potential scenarios. Probabilities of each scenario occurring during the
remaining term of the debenture are determined based on managements
projections. These probabilities are used to create a cash flow projection over
the term of the debenture and determine the probability that the projected cash
flow would be achieved. A discounted weighted average cash flow for each
scenario is then calculated and compared to the discounted cash flow of the
debenture without the compound embedded derivative in order to determine a value
for the compound embedded derivative. The primary
determinants of the economic value of a compound embedded derivative under the
lattice model are (1) the price of eTelcharge's common stock, (2) the volatility
of eTelcharge's common stock price, (3) the likelihood that eTelcharge will be
required to pay registration delay expenses, (4) the likelihood that an event of
default or a change in control will occur, (5) the likelihood that the
conversion price will be adjusted, (6) the likelihood that eTelcharge's common
stock will be listed on an exchange, (7) the likelihood that eTelcharge will be
able to obtain alternative financing and (8) the likelihood that eTelcharge
would be able to force conversion of the debenture.       -F7-     The fair value of the compound
derivative embedded in the Debenture as of June 30, 2008, December 31, 2007 and
December 28, 2007 determined using the lattice valuation model was based on the
following management assumptions: June 30,
2008

December 31, 2007

December 28, 2007Assumptions:The price of the eTelcharges common stock would
increase at a rate commensurate with the cost of equity, with a volatility
of:
120%

142%

142%Percent likelihood that an event of default or a
fundamental change would occur, increasing over time:
5%

5%

5%eTelcharge would redeem the Debenture if
eTelcharges common stock price is below (starting at 0% increasing 2% per
month to a maximum of 90%):
$0.05

$0.05

$0.05  Based on these management assumptions, the fair value of
the embedded derivative as of June 30, 2008, December 31, 2007 and December 28,
2007 was calculated by management to be $142,684, $144,643 and $144,845,
respectively. All of the above
assumptions are reviewed quarterly and are subject to change based primarily on
managements assessment of the probability of the events described occurring.
Accordingly, changes to these assessments could materially affect the
valuation.  Fair Value Measurements  In September 2006, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 157 Fair
Value Measurements (SFAS 157).  SFAS 157 introduces a framework for
measuring fair value and expands required disclosure about fair value
measurements of assets and liabilities.  SFAS 157 for financial assets
and liabilities is effective for fiscal years beginning after November 15, 2007,
and the Company has adopted the standard for those assets and liabilities as of
January 1, 2008 and the impact of adoption was not significant.  At June
30, 2008, the Companys derivative liability of $142,684 is carried at fair
value measured on a recurring basis.  The fair value is determined based on
Level 2 inputs as defined in the valuation hierarchy of SFAS 157.
 Accordingly, the Company considers the financial assets and liabilities as
reported in the Companys financial statements to approximate their respective
fair value.  In February 2008, the FASB decided that an entity need
not apply this standard to nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis until the subsequent year.   The Company continues
to evaluate this standard with respect to its effect on nonfinancial assets and
liabilities, but does not expect it to have a material impact on its results of
operations or financial condition.  In February 2007, FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities Including
an Amendment of FASB Statement No. 115. The fair value option permits entities
to choose to measure eligible financial instruments at fair value at specified
election dates. The adoption of SFAS 159 in first quarter 2008 by the Company
had no impact on the financial statements.  NOTE 8 - INCOME TAXES  eTelcharge uses the liability method, where deferred tax
assets and liabilities are determined based on the expected future tax
consequences of temporary differences between the carrying amounts of assets and
liabilities for financial and income tax reporting purposes. eTelcharge has
incurred significant net losses in past years and, therefore, has no tax
liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved. The difference between the statutory tax rate and the
effective tax rate relates to the valuation allowance applied against the
deferred tax assets generated from net operating losses. The cumulative net
operating loss carry-forward is approximately $11,278,784 and $10,233,034 at
June 30, 2008 and December 31, 2007, respectively, and will expire in the years
2020 through 2028.  At June 30, 2008 and December 31, 2007, deferred tax
assets consisted of the following:  June 30,
2008

December 31, 2007Net operating losses
$
1,691,818
$
1,499,274Less: valuation allowance

(1,691,818)

(1,499,274)Net deferred tax asset
$
-
$
-  -F8-     NOTE 9 - COMMITMENTS AND
CONTINGENCIES  On June 11, 2008, eTelcharge entered into an Equity
Acquisition Agreement (the Acquisition Agreement), with PaymentOne Corporation (P1), and The Billing Resource, d/b/a
Integretel, Inc. (TBR).  Under the Acquisition
Agreement, the Company would acquire approximately 98% of the equity interests
of P1 from TBR in exchange for the Companys agreement to operate P1s business in the ordinary course
with an immediate payment by the Company of $1,500,000 cash and, to provide
additional capital support to P1, and to guarantee certain of P1s debts and obligations, including
accounts payable. As conditions to closing, the remaining approximately 2% of
outstanding P1 equity owned by its minority stockholders will also be acquired
by the Company in exchange for 642,185 shares of the Companys common stock, and certain
outstanding options for P1 equity will be cancelled and replaced on a formula
basis with options to purchase $500,000 (valued as of the closing date) of the
Companys common stock, while the remaining outstanding options for P1 equity
will be cancelled on terms reasonably acceptable to the Company and P1. It is
anticipated that P1 and TBR will continue to provide to each other certain
shared and support services following the closing upon substantially the same
pricing and other terms existing prior to the closing.  In addition,
following the purchase of equity interests from TBR, the Company has agreed to
convey to TBR approximately $12.8 million of debt owed by TBR to P1, subject to
adjustment under certain circumstances, effectively canceling this obligation.
As of March 31, 2008, P1 has written off this amount for accounting purposes.
 The acquisition is targeted to close in mid to late summer 2008, pending
fulfillment of the closing conditions described above. The Acquisition Agreement
specifies the termination rights of the parties and sets forth the circumstances
under which, in connection with termination of the Acquisition Agreement, TBR
may be required to pay the Company a break fee of $150,000.  The Company has capitalized $230,000
of legal fees related to this acquisition.  Closing of the transaction is
uncertain at this time.  If the transaction does not close, these fees will
be expensed.  The Company received notice in early April, 2008 that a
complaint has been filed in the County Court at Law No. 3, Dallas County Texas,
by several former consultants who provided software programming services to the
Company alleging that the Company owes each plaintiff compensation equal to one
million shares of the Company's common stock, or a total of five million shares.
The former CEO of the Company has settled this complaint, by payment of common
stock held by him, to the plaintiffs, in the amounts asserted to be owed.
 Under this resolution, the Company believes that there is no material
financial impact to the Company.  eTelcharge has several agreements with employees and
consultants that require eTelcharge to issue shares of common stock if the
agreements are fulfilled by the employees and consultants.  At June 30,
2008, eTelcharge will be required to issue up to 4,744,166 shares of common
stock over the next 12 months under existing agreements.  eTelcharge is obligated to issue 10,000 shares of common
stock to each director each year for director services provided to
eTelcharge.  eTelcharge typically has four directors.  In February 2007, eTelcharge entered into a modified
lease agreement extending the lease expiration to January 2010. The new base
rent is $4,098 per month.  Under the new lease, future minimum lease commitments are
as follows:  2008  6 months
$24,5882009
$49,1762010
$4,098  Rent expense totaled approximately $19,714 and $27,526
for each of the six months ended June 30, 2008 and 2007, respectively.                  -F9-    NOTE 10 - COMMON
STOCK  Since inception and through June 30, 2008, the following
share activity occurred:  Shares

AmountShares for cash


79,651,491
$
2,112,005Shares for services


159,454,748

12,174,068Shares for items paid on the Companys
behalf


11,327,134

243,548Settlement of debt


50,000,000

800,000Conversion of debenture to common stock


268,240

7,661Shares for assets


12,800

4,800Amortization of stock options




871,067Share cancellation


(120,000)

-Imputed Interest


-

63,038Totals


300,594,413
$
16,276,187  During the six months ended June 30, 2008, eTelcharge
issued 9,496,904 shares valued at $485,528 for services rendered to the Company.
 Of the total amount issued, $393,494 was for current period services, and
$92,034 was for services performed in prior periods and was accrued at December
31, 2007.  NOTE 11  SUBSEQUENT EVENT  On July 15, 2008, GGI prepaid $250,000 of the 8%
promissory note payable (see Note 7).  Additionally, from July 1, 2008
through August 5, 2008, GGI converted $85,000 of the 7.75% debenture into
7,087,651 shares of the Companys common stock.  On July 17, 2008, the Company entered into a one year
consulting agreement with GID Group, Inc (GID) whereby the Company agreed to
pay GID 19,500,000 restricted shares of the Companys common stock, contingent
on an increase in the authorized shares by the shareholders of the Company at
the annual 2008 shareholders meeting to five billion shares, and subject to
Board of Directors approval, in exchange for consulting services on business
strategies and business development.                               -F10-      Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.  Managements discussion and analysis of financial
condition and results of operations contains various forward looking
statements within the meaning of Section 21E of the Exchange Act of 1934,
regarding future events or the future financial performance of the Company that
involve risk and uncertainties.  Certain statements included in this Form
10-Q, 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.  Readers should carefully
review the risk factors and any other cautionary statements contained in the
Companys Annual Report on Form 10-KSB and other SEC filings.  The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, or otherwise.  The following information should be read in conjunction
with our financial statements and notes thereto appearing elsewhere in this Form
10-Q.  We had a net loss of $1,045,750 during the six months
ended June 30, 2008, a decrease of $245,568 compared to a loss of $1,291,318 for
the six months ended June 30, 2007.  The decreased loss primarily resulted
from a decrease of approximately $643,000 loss on extinguishment of debt, plus a
decrease of approximately $345,000 in stock option expense, partially offset by
an increase in professional fees of approximately $640,000 and an increase in
employee compensation of approximately $158,000.  For the three months ended June 30, 2008,
the Company had a net loss of $463,517, an increase of $83,217, compared to a
loss of $380,300 for the three months ended June 30, 2007.  The increase in
loss resulted primarily from an increase in professional fees of approximately
$219,000 plus an increase in compensation expenses and benefits of $78,000,
partially offset by a decrease in stock compensation of $244,000.  Working capital deficit at June 30, 2008 was $657,775
compared to $198,704 at December 31, 2007.  The decline in working capital
is primarily the result of an increase in accounts payable due to a cash
shortage experienced by the Company.  Our ability to operate profitably depends on generating
sales and achieving sufficient gross profit margins.  We cannot assure that
we will achieve or maintain profitable operations in the future.  Our ability to continue in operation is dependent upon
our ability to raise sufficient working capital to cover our expenses. 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, our
auditors included an explanatory paragraph as to our ability to continue as a
going concern as part of their audit opinion of our financial statements for the
year ended December 31, 2007. We have generated $125,002 of revenue since our
inception and since inception through the six months ended June 30, 2008 we
incurred a cumulative net loss of $16,716,114 including a net loss of $1,045,750
for the six months ended June 30, 2008.  Our operations have been primarily funded through the
issuance of our common shares. Total cash proceeds for the issuance of common
shares totaled $2,067,682 from inception through June 30, 2008, and $171,499
from December 31, 2007 through June 30, 2008. In order to continue in business
we must continue to raise capital, as revenue from operations will be
insufficient in the short term 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 unless we raise additional funds, or unless our revenue grows
significantly.  In connection with the Companys agreement to purchase
P1, as described in Note 1 to the financial statements, the Company has agreed
to provide capital support of approximately three million dollars to P1, in
connection with the closing of the transaction.  There can be no assurance
that the Company will be able to raise the capital in order to do so.  In
addition, the Company has agreed to guarantee certain of P1s debts and
obligations following the closing, which could have an impact on the Companys
financial condition, if the transaction closes.  Off-Balance Sheet Arrangements  None.  Item 3. Quantitative and Qualitative Disclosures About
Market Risk.  Not applicable.   -2-      Item 4T. Controls and
Procedures  As required by Rule 13a-15 under the Securities
Exchange Act of 1934 (the Exchange Act), we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of June 30, 2008. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer. Based on their evaluation of our disclosure controls and
procedures and on the material weakness disclosed in our December 31, 2007 Form
10KSB, we concluded that such disclosure controls and procedures were
ineffective as of June 30, 2008 to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.  Changes in Internal Control Over Financial
Reporting  During our most recent fiscal quarter, there has not
occurred any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.  PART II  OTHER INFORMATION  Item 1. Legal Proceedings  The Company received notice in early
April, 2008 that a complaint has been filed in the County Court at Law No. 3,
Dallas County Texas, by several former consultants who provided software
programming services to the Company alleging that the Company owes each
plaintiff compensation equal to one million shares of the Company's common
stock, or a total of five million shares. The former CEO of the Company has
settled this complaint, by payment of common stock held by him, to the
plaintiffs, in the amounts asserted to be owed.  Under this resolution, the
Company believes that there is no material financial impact to the Company.  Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds  During the quarter ended June 30, 2008, eTelcharge issued
to nine consultants shares of common stock in consideration of services
provided, as set forth in the table below.  These shares were issued
without registration in reliance upon the exemption afforded by the provisions
of Section 4(2) of the Securities Act, based on the fact that the issued shares
were not sold or offered pursuant to general solicitation, and that the
consultants had sufficient sophistication and access to information about
eTelcharge.  In addition, such shares bear a legend indicating such
restrictions on transferability.  Date
Number of Shares Issued
Value of Services ($)04/16/08
1,000,000
50,00005/06/08
2,385,334
92,61005/21/08
467,000
28,02005/28/08
1,005,555
39,809  As described in the chart below, the Company agreed to
issue to two accredited investors shares of its common stock for cash.
 These purchases and sales were made without registration in reliance upon
the exemption afforded by the provisions of Section 4(2) of the Securities Act
of 1933, as amended (the Securities Act), and Rule 506 promulgated thereunder,
based on the fact that the issued shares were not sold or offered pursuant to
general solicitation, and in reliance upon the representations of such investors
as to such investors status as an accredited investor and investment
experience, that such investor had access to information about the Company, that
such investor was purchasing such securities for its own account and not with a
view to resale or distribution or any part thereof in violation of the
Securities Act and an acknowledgement by such investor that resale of such
securities may not be made unless registered under the Securities Act or another
exemption from registration is available.  In addition, such shares
bear a legend indicating such restrictions on transferability.  Date
Number of Shares Issued
Cash Consideration05/06/08
1,300,000
26,00005/28/08
3,025,000
60,49906/13/08
500,000
10,00006/20/08
500,000
10,00006/24/08
250,000
5,00006/27/08
666,667
10,0006,241,667
121,499  In addition, as previously disclosed, $50,000 was
received at the end of the first quarter ended March 31, 2008, with 2,500,000
shares of the Companys common stock issued during the quarter ended June 30,
2008.  -3-     Item 6. Exhibits Exhibit
No. Description  10.1 Equity Acquisition
Agreement, dated as of June 11, 2008, by and among The Billing Resource, d/b/a Integretel, Inc., a
California corporation, PaymentOne Corporation, a Delaware corporation, and
Etelcharge.com.  31.1 Rule 13a-14(a)/15d-14(a)
Certification of Robert M. Howe III  31.2 Rule
13a-14(a)/15d-14(a) Certification of Robyn Priest  32.1 Section 1350
Certification of Robert M. Howe III  32.2 Section 1350
Certification of Robyn Priest                                                      -4-     SIGNATURES  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.  eTELCHARGE.COM (Registrant)   Date: August 8, 2008 /s/ Robert M. Howe III By: Robert M. Howe III Title: President and Chief Executive
Officer    Date: August 8, 2008 /s/ Robyn Priest By: Robyn Priest Title: Senior Vice President -
Finance and Chief Financial Officer                                            -5-      Exhibit 31.1  Rule 13a-14(a)/15d-14(a)
Certification (Chief
Executive Officer)  I, Robert M. Howe III, President and
Chief Executive Officer of eTelcharge.com, certify that:  1. I have reviewed
this quarterly report on Form 10-Q of eTelcharge.com;  2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;  3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;  4. The registrants
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  a. Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;  b. Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;  c. Evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  d. Disclosed in this
report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrant
's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant 's
internal control over financial reporting; and  5. The registrant 's
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant 's
auditors and the audit committee of the registrant 's board of directors (or
persons performing the equivalent functions):  a. All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant 's ability to record, process, summarize and report financial
information; and  b. Any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial
reporting.  Date: August 8, 2008  /s/ Robert M. Howe III Robert M. Howe III President and Chief Executive
Officer               Exhibit 31.2  Rule 13a-14(a)/15d-14(a)
Certification (Chief
Financial Officer)  I, Robyn Priest, Senior Vice
President - Finance and Chief Financial Officer of eTelcharge.com, certify
that:  1. I have reviewed
this quarterly report on Form 10-Q of eTelcharge.com;  2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;  3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;  4. The registrants
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  a. Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;  b. Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles;  c. Evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and  d. Disclosed in this
report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrant
's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant 's
internal control over financial reporting; and  5. The registrant 's
other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant 's
auditors and the audit committee of the registrant 's board of directors (or
persons performing the equivalent functions):  a. All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant 's ability to record, process, summarize and report financial
information; and  b. Any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial
reporting.  Date: August 8, 2008  /s/ Robyn Priest Robyn Priest Senior Vice President  Finance and
Chief Financial Officer                Exhibit 32.1   SECTION 1350 CERTIFICATION (Chief Executive Officer)   I, Robert M. Howe III, President and Chief
Executive Officer of eTelcharge.com (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:  1. The Quarterly Report on
Form 10-Q of the Company for the quarter ended June 30, 2008 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and  2. The information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.   Dated: August 8,
2008 /s/ Robert M. Howe
III Robert M. Howe III President and Chief
Executive Officer     This certification is being furnished
to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and shall not, except to the extent required by such Act, be deemed filed
by the Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that section.                                                Exhibit 32.2    SECTION 1350 CERTIFICATION (Chief Financial Officer)   I, Robyn Priest, Senior Vice President 
Finance and Chief Financial Officer of eTelcharge.com (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that:  1. The Quarterly Report on
Form 10-Q of the Company for the quarter ended June 30, 2008 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and  2. The information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.   Dated:
August 8, 2008 /s/ Robyn
Priest Robyn Priest Senior Vice President 
Finance and Chief Financial Officer     This certification is being furnished
to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and shall not, except to the extent required by such Act, be deemed filed
by the Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that section.