**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**Form
          10-KSB/A**
 Amendment
          #1
    x Annual
      report under section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      fiscal year ended December 31, 2005





Commission
      file number 000-304799





**eTELCHARGE.COM,
      INC.**


(Name
      of
      small business issuer in its charter)





**NEVADA**
            **75-2847699**(State
                or other jurisdiction
            (I.R.S.
                Employer incorporationof
                Identification No.)
            or
                organization)




**eTELCHARGE.COM,
      INC.**


**1636
      N. HAMPTON, SUITE 270, DESOTO, TEXAS 75115**


**(972)
      298-3800**


(Address
      and telephone number of principal executive offices)





Securities
      registered under Section 12(b) of the Exchange Act:


**NONE**




Securities
      registered under Section 12(g) of the Exchange Act:





**Common
      Stock, $0.003 Par Value**


(Title
      of
      each class)





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 o ; No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o ; No x





State
      issuer's revenues for its most recent fiscal year.


NONE





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.)


Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated. $6,827,558 as of May 8, 2006.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date.


As
      of May
      8, 2006, there were 129,733,600 outstanding shares.





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





-1-




**PART
      I.**


**Item
      1.**  **Description of Business.**





HISTORY





eTELCHARGE.com, Inc. (the "Company"), was incorporated under the laws of the
      State of Nevada on June 7, 1999. Its offices are located at 1636 N. Hampton
      Road, Suite 270 DeSoto, Texas 75115. The Company has an Internet web site,
      www.etelcharge.com and its stock symbol is: ETLC.





Business
      Development





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. In May of 2003, the company expanded its service by offering
      credit card processing for online as well as offline merchants. In May of 2003,
      the company expanded its service by offering credit card processing for online
      as well as offline merchants. This move positioned the company to provide the
      traditional payment options such as Visa, MasterCard.





We
      are in
      the development stage and have not generated significant revenue. In the past
      three years the company has been funded primarily through loans from officers
      and shareholders.





As
      we are
      in the development stage, the initial telephone billing payment option was
      retired for software improvement and implementation of enhancements. These
      enhancements focus primarily on speed of transaction and confirmation of
      approved charge to customer. Once all improvements have been integrated and
      successfully tested the new 1.1 and 2.0 versions of the initial telephone
      payment option will be launched.




Initially,
      with the 1.0 version we targeted Internet merchants offering CDs, video cassette
      tapes, computer software, books, flowers and food items online to customers
      via
      their company websites, to offer our telephone billing option. Under the initial
      version, following an online purchase by a customer, the charge was billed
      on
      behalf of the merchant to the customer's next telephone bill. With AT&T the
      process was designed to provide an advance against the purchase price prior
      to
      the customer paying the telephone bill approximately 30 days after the
      completion of an online transaction. After deducting our fees, we would 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,
      AT& T would charge back its advance to etelcharge. In this event, our
      merchant would not receive the purchase price for the goods or services. Under
      our agreement with Billing Concepts Inc., Billing Concepts will advance seventy
      percent (70%) of the original amount determined on the first Tuesday after
      the
      sixtieth (60th) day from the date Billing Concepts receives billing records
      from
      eTelcharge.com; fifty percent (50%) of the remaining balance of the amount
      determined on the first Tuesday after the ninetieth (90th) day from the date
      Billing Concepts receives billing records from eTelcharge.com; and the remaining
      balance of the amounts so determined on the first Tuesday after one hundred
      twentieth (120th) day from the date Billing Concepts receives eTelcharge.com
      records. All payments to eTelcharge.com are subject to deductions from all
      assigned and allocated assessments and taxes charged to the Local Phone
      Companies.









-2-


In
      April
      2006, The Company signed a new agreement with AT&T to bill direct again for
      special services such as music, video and movie downloads to the customers
      home
      phone bill.  This
      new
      agreement will initially commence billing in the SW region of the United States
      and cover all other regions of the US in roll out phases from the SE region
      to
      the West Coast territory within AT&T markets.





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 the information from a personal credit card or charge card, the
      information is less valuable. Because the maximum monthly amount of credit
      we
      allow for billing to each customer is only $60, 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, etelcharge 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





*eTelcharge.com’s* target
      markets of the initial launch of the 2.0 New Online Currency version represent
      one of the top ten trends: Micro-Payments. eTelcharge.com will focus on securing
      its market position as the preferred online micro-payment for down loading
      of
      music, movies and satellite radio. The hottest trend for online micro purchases
      has been propelled by iTunes and others that sell music, videos and movies
      online. According to Gartner electronic micro-payments, as an industry, are
      estimated to generate about $60 billion in transactions annually by 2015. By
      focusing on the hottest markets, eTelcharge.com will distinctly positions itself
      with a very visible and practical billing solution. In other words, the most
      practical way to purchase the most sensible items purchased over the Internet
      is
      via *eTelcharge.com* ,
      therefore, establishing the market stake for eTelcharge.com runs wide and deep
      on the Internet.





eTelcharge.com
      will provide along with it’s traditional payment options to online merchants a
      unique security and privacy feature, designed to thoroughly prevent credit
      card
      fraud and maintain the consumers anonymity, which are the top two obstructions
      to shopping online. Clearly, past electronic commerce solutions have not
      employed effective security and privacy techniques that adequately address
      consumer demands. This casual and simple process will revolutionize eCommerce.
      The revenue potential here can obviously be enormous.





In
      summary, as eTelcharge.com, Inc. grows; we expect to take an additional step
      to
      employ outside assistance from a marketing agency to expedite new campaigns.





MARKETING





Management
      has concentrated efforts in this area for the past several months and summarizes
      its line of thinking as follows:




-3-


*eTelcharge.com* will
      accomplish the goal of achieving profitability by utilizing a three prong
      marketing strategy. First, as a merchant service company we will continue to
      target cities, municipalities and counties to secure all offline and online
      transactions for payment of utilities and all fees and charges levied by these
      governmental entities. eTelcharge will gain market credibility with the citizens
      of the cities, municipalities and counties that eTelcharge provides it payment
      services to. Having identified this market, eTelcharge will project a growth
      rate of one to three new municipality or county accounts per quarter over the
      next twelve months, creating an established revenue stream for the company.
      During the second year of utilizing this strategy it is conceivable that our
      growth rate will double the rate of the extremely conservative first year
      projections within the B to G (business to government) sector. Secondly,
      eTelcharge.com will employ a foot in the door strategy by offering the new
      online currency’s 2.0 phone billing payment version when applicable to online
      merchants who have signed a traditional credit card processing agreement with
      us. Management believes that loyalty of branding by association will be created
      by offering an incentive of a 20% discount from our standard discount rate
      for
      the New Online currency, if the new merchant elects to offer our 2.0 version
      to
      their customers, as a payment option on their website. This strategy will be
      fueled by a marketing campaign utilizing banner ads and email opt in campaigns
      that target the lifestyle segment of eCommerce, in particular the online music
      and movie websites. The foot in the door strategy will enable to eTelcharge
      to
      gain market share in industry markets that we are seeking approval to enter,
      while providing supporting evidence of demand for our phone billing payment
      option. Finally, the third and perhaps one of the most critical marketing
      strategies management will employee with the guidance of our media agency is
      the
      traditional push to pull marketing strategy. eTelcharge.com’s media and ad
      agency will launch a public relations campaign introducing eTelcharge’s 2.0 New
      Online Currency as the practical solution for identity fraud and identity theft,
      which is the fastest growing crime of the 21 st Century.
      Over the next 24 month period, eTelcharge.com’s online payment solution will be
      demonstrated as the viable solution for the micro payment challenge of
      convincing the market to charge micro payments (transactions for $20 dollars
      and
      below) and position itself as the payment option for micro payments to achieve
      critical mass. This phase of our three prong strategy is crucial and will usher
      in the official launch of the 2.0 version with online merchants that have signed
      a three year merchant service agreement with eTelcharge.com. This will be the
      start of a marketing drive to become a comprehensible eCommerce solutions
      company addressing the real security and privacy issues of online shoppers.
      Furthermore, eTelcharge.com will feature these initial online merchants who
      have
      signed up to be apart of the 2.0 launch in strategic media announcements. After
      twelve months of gathering feed backs and results from the initial launch of
      the
      2.0 version, management will focus on making adjustments and improvements in
      our
      initial product software developments and marketing. Extensive meetings to
      focus
      on problem areas with our first online retailers, eTelcharge will conduct online
      consumer interviews, enabling management to identify within the system and
      marketing material areas to subsequently improve. This data will be reported
      to
      AT&T for the exclusive purpose of creating brainstorming sessions to make
      improvements to the phone billing payment option. Once this action item is
      accomplished, management will move forward with vigor and dominance to market
      the enhancements of the New Online Currency. At this point, eTelcharge will
      employee the resource of utilizing any signed market affiliates, authorized
      agents and strategic alliance partners like Interfund Financial to market the
      success of the 2.0 version as an online payment solution for Internet micro
      payments. In addition, this phase will lead the *eTelcharge.com* team
      into positioning our system to be unveiled at industry affiliated trade shows.
      Press releases will be generated and distributed to the national and global
      media. It has been determined that we must focus on attaining low marketing
      cost
      and operating expenses. This will be a landmark step in the development of
      the *eTelcharge.com* phone
      billing system.





In
      summary, management’s marketing strategy has been formulated utilizing low cost,
      but recognized useful marketing tactics. Tested methods of management and
      development have been implemented and further refinements will be incorporated
      as we expand into greater market exposure. Once offered, we believe growth
      will
      continue across North America.




COMPETITION


We
      expect
      to 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. Payout schedule to merchants
      for
      transactions charged via the telephone billing option are also restricted to
      longer hold periods prior to payout to merchants. Additionally, customer charges
      are limited to no more than $60 per month. However, we will offer a new charge
      option to customers of our merchants who do not have credit cards or are
      reluctant to use credit cards online.





-4-


We
      also
      expect to compete with two other 900 billing services, eCharge 2 and iBill,
      both
      of which are larger than etelcharge.com and offer customers similar
      opportunities to charge to their telephone bills online, through arrangements
      with 900 billing services. 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 will have developed a 900 and 800 number application that allows for
      the
      purchase of approved qualified 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 requires 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.





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.





EMPLOYEES





As
      of May
      8, 2006 we have 4 full-time employees and 21 part-time employees.




**Item
      2. Description of Property.**





We
      currently lease 3,000 square feet of office space on a three-year lease expiring
      January 31, 2007 at 1636 N. Hampton Road, Suite 270, DeSoto, Texas
      75115.






**Item
      3. Legal Proceedings**





The
      Company is not a party to any pending legal proceedings.




-5-


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





The
      Company did not submit any matters to a vote of its stockholders during the
      2005
      fiscal year.






**PART
      II.**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**




Our
      common shares trade on the over-the-counter Pink Sheets under the symbol
      ETLC.PK. Prior to May 2003, our common stock traded on the over the counter
      Bulletin Board under the symbol ETLC. The table below sets forth high and low
      closing prices for our common stock during each of the periods
      indicated :




**QUARTER
                ENDED**
            
            
            **LOW**
            
            **HIGH**January
                1,2004 - March 31,2004
            
            $
            0.12
            $
            0.14April
                1, 2004 - June 30,2004
            
            
            0.15
            
            0.16July
                1, 2004- September 30, 2004
            
            
            .0.04
            
            0.05October
                1, 2004 - December 31, 2004
            
            
            0.20
            
            0.21January
                1, 2005 - March 1, 2005
            
            
            0.55
            
            0.68April
                1, 2005- June 30, 2005
            
            
            0.13
            
            0.14July
                1, 2005 - September 30, 2005
            
            
            0.09
            
            0.10October
                1, 2005- December 31, 2005
            
            
            0.07
            
            0.10




As
      of May
      8, 2006, we had approximately 581 holders of record of voting common
      stock.




We
      have not paid dividends on our common stock and do not anticipate the payment
      of
      cash dividends in the foreseeable future. We anticipate all earnings, if any,
      over the next 12 to 24 months will be retained for future investments in
      business. Any future determination to pay cash dividends will be at the
      discretion of the Board of Directors and will be dependent upon our results
      of
      operations, financial conditions, contractual restrictions, and other factors
      deemed relevant by the Board of Directors. We are under no collateral
      restrictions in declaring or paying dividends to our common shareholders. There
      are no material restrictions limiting, or that are likely to limit, the
      Company’s ability to pay dividends on our securities, except for any applicable
      limitations under Nevada corporate law.




During
        fiscal year 2005 , 532,000 shares were issued for cash, 9,208,000 shares
        were
        issued for service and 48,943,594 for accrued compensation for various
        agreements from 2001 to 2004.


-6-


**Item
      6. Management's Discussion and Analysis**





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-KSB





We
      had a
      net loss of $2,107,987 for the year ended December 31, 2005, a increase of
      $1,335,275 compared to a net loss of $772,712 for the year ended December 31,
      2004. The increased loss primarily resulted from non-cash charges associated
      with the issuance of common stock for services. The company, as a development
      company has generated $19,309 operating revenues as of December 31,2005. 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.





-7-


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 $19,309
      in
      revenue since our inception through the year ended December 31, 2005. We have
      incurred a cumulative net loss of $12,305,590 to date including a net loss
      of
      $2,107,987 for the year ended December 31, 2005.




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 December 31, 2005. In order to institute our business plans
      we
      must continue to raise capital, as revenue from operations will be insufficient
      in the short run to meet our working capital needs. However, we cannot assure
      that any such capital will be available to us. Based upon our current cash
      resources, we cannot meet our cash requirements or institute our business plan
      for more than six months unless we raise additional funds from the sale of
      our
      securities, as we have done in the past, or unless our revenue grows
      significantly.





-8-


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.





-9-




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.





-10-


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
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





There
      were no reportable events of the type described in Item 304(a)(1)(iv) of
      Regulation S-B.




**Item
      8A**  **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 December 31,
      2005. This evaluation was carried out under the supervision and with the
      participation of our Chief Executive. Based upon that evaluation, our Chief
      Executive and Financial Officer concluded that our 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.






**PART
      III.**




**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(a) of the Exchange Act.**





The
      following table sets forth information regarding our executive officers and
      directors:





**Name**
            **Age**
            **Office**Carl
                O. Sherman
            39
            Chief
                Executive OfficerMichelle
                R. Sherman
            36
            Secretary
                and DirectorThomas
                Jackson
            35
            Director




-11-


Directors
      hold office for a period of one year from their election at the annual meeting
      of stockholders and until their successors are duly elected and qualified.
      Officers are elected by, and serve at the discretion of, the Board of Directors.
      None of the above individuals has any family relationship with any other except
      Carl O. Sherman is married to Michelle R. Sherman. Directors do not receive
      payment for attending Board meetings, but are reimbursed for out-of-pocket
      expenses. Each member receives 10,000 shares for each year served.





The
      following is a summary of the business experience of each of our executive
      officers and directors for at least the last five years:





CARL
      O.
      SHERMAN co-founded our company and has served as Chief Executive Officer and
      a
      director since our inception in June 1999. Mr. Sherman has also been the Chief
      Executive Officer of Consumer Data Solutions Corp., a Dallas, Texas-based
      company engaged in consumer services, since 1993. He devotes 90% of his time
      to
      our affairs and 10% of his time to the affairs of CDS. Mr. Sherman was a Senior
      National Account Executive for Sprint Corporation from 1988 to 1993. He is
      married to Michelle R. Sherman.





MICHELLE
      R. SHERMAN co-founded our company and has served as Secretary and a director
      since our inception in June 1999. Ms. Sherman has also been employed by Consumer
      Data Solutions Corp. as Operations Director and an account executive since
      July
      1996. From 1993 to 1996 she was a project supervisor and customer service
      representative for ATC, Inc./AT&T Universal Card Project. Ms. Sherman is
      married to Carl O. Sherman our CEO.





THOMAS
      JACKSON was appointed to our Board in September 2003 to fill a vacancy on the
      Board and is currently self employed in private practice as a Family
      Psychologist and has been working in behavioral health for nine years. He also
      has twelve years of experience in the technology industry and has been employed
      as a Network Infrastructure Design Engineer with @Track Communications. Mr.
      Jackson's background includes positions titles as Technology Researcher,
      Computer Programmer, Technical Sales, and Project Management for Technology
      projects. Mr. Jackson also served as a Technology Professor for DeVry Institute
      from 1994 to 1999. Mr. Jackson graduated with a Bachelor of Computer Science
      Degree from DeVry Institute in 1994, Masters of Telecommunication Management
      Degree from Keller Graduate School of Management in 2003 and a Doctorate in
      Theology from Catella University in 2003.





We
      do not
      have an audit committee financial expert serving on its audit committee. We
      are
      still in development stage and do not yet require the services of an audit
      committee financial expert.







Compliance
      with Section 16(a) of the Exchange Act




None
      of
      the persons that were a director, officer, beneficial owner of more than ten
      percent of any class of equity securities of the registrant registered pursuant
      to section 12, have filed Forms 3,4 or 5 in a timely manner during fiscal year
      2005. We intend to file the required forms in the very near future as part
      of an
      effort to fully comply with all filing requirements pursuant to the Securities
      Exchange Act of 1934 as amended.





No
      change
      requiring the filing of a Form 4 occurred in fiscal year 2005.





-12-


We
      have
      not adopted a code of ethics that applies to the principal executive officer,
      principal financial officer, principal accounting officer or persons performing
      similar functions. Until recently we had less than 3 employees and have not
      had
      sufficient capital to complete compliance. We intend to complete a code of
      ethics and file it as an exhibit to our 2005 10KSB which we intend to file
      with
      the Commission within the next 60-90 days.




**Item
      10. Executive Compensation.**





SUMMARY
      COMPENSATION TABLE





**LONG
                TERM COMPENSATION****ANNUAL
                COMPENSATION**
            **AWARDS**
            **PAYOUTS****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**
            **(i)****NAME**
            
            
            
            
            
            **SECURITIES****AND**
            
            
            
            **OTHER**
            **RESTRICTED**
            **UNDERLYING**
            
            **ALL****PRINCIPAL**
            
            
            
            **ANNUAL**
            **STOCK**
            **OPTIONS/**
            **LTIP**
            **OTHER****POSITION**
            **YEAR**
            **SALARY($)**
            **BONUS($)**
            **COMPENSATION($)**
            **(AWARD(S)**
            **SARS(#)**
            **PAYOUTS($)**
            **COMPENSATION($)**Carl
                O. ShermanChief
                ExecutiveOfficer
            2005
            34,058
            
            
            9,200,000,2004
            8,310
            -0-
            -0-
            40,000
                shares (2)
            -0-
            -0-
            -0-2003
            32,944
            -0-
            -0-
            2,460,000
                shares (1)
            -0-
            -0-
            -0-




(1)
            Valued
                at $50,000.(2)
            Valued
                at $49,200.




None of our executive officers or directors has been granted stock options,
      warrants or similar securities.





-13-




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder**




The
      following table sets forth the number of shares of each class of stock
      beneficially owned as of May 8, 2006 by (i) each person known by eTelcharge.com
      to be the beneficial owner of more than five percent of any class of our voting
      securities, (ii) each director of the company, (iii) the Company’s executive
      officer named in the Summary Compensation Table, and (iv) by all executive
      officers and directors of the company as a group Except as noted below, to
      our
      knowledge, each stockholder listed below has sole voting and investment power
      with respect to all shares of stock shown beneficially owned by the
      stockholder.




**Name
                and Address of**
              **Beneficial
                Owner (1)**
            **Title
                of Class**
            **Amount
                and**
              **Nature
                of**
              **Beneficial
                Owner**
            **Percentage**
              **of
                Class**
            
            **Percentage
                of**
              **Common**
              **Voting
                Power**Carl
                O. Sherman(2)
            Voting
                Common Stock
            44,262,916
            34.5
            %
            34.5
            %Michelle
                R. Sherman(2)
            Voting
                Common Stock
            44,262,916
            34.5
            %
            34.5
            %Thomas
                Jackson
            Voting
                Common Stock
            126,212
            
            *
            
            *All
                officers and Directorsas
                a group (3)
            
            44,389,128
            34.5
            %
            34.5
            %




*
      Less
      than 1%





(1)
      Unless otherwise stated the address for all beneficial owners listed is 1636
      N.
      Hampton Road, Suite 270, DeSoto, Texas 75115.


(2)
      Carl
      O. Sherman and Michelle R. Sherman are husband and wife and each share in the
      beneficial ownership of all 44,262,916 shares.





**Item
      12. Certain Relationships and Related Transactions.**





During
      November 2001, Carl O. Sherman, our Chief Executive Officer, advanced the
      Company $38,000 in exchange for a note payable. The note payable is
      uncollateralized, requires monthly interest payments at 12.25% and does not
      have
      a specific maturity date.





During
      the year ended December 31, 2005, Carl Sherman loaned an additional $199,827.
      At
      December 2005, the Company owed Mr. Sherman $ 284,546.




-14-


During
      fiscal year 2005 there were no transactions between our company and any
      officers, directors or other affiliates. Carl O. Sherman who is our CEO and
      Michelle R. Sherman our CFO are husband and wife.





-12-




**Item
      13. Exhibits.**





31.1
            
            Certification
                of our Chief Executive Officer and Principal Executive Officer, under
                Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of our Secretary and Principal Accounting and Financial Officer,
                under
                Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of our Chief Executive Officer and Principal Executive Officer, under
                Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            
            Certification
                of our Secretary and Principal Accounting and Financial Officer,
                under
                Section 906 of the Sarbanes-Oxley Act of
                2002.





**Item
      14. Principal Accountant Fees and Services.**





Audit
      Fees





The
      aggregate fees billed by our independent auditors, Malone & Bailey PC, for
      professional services rendered for the audit of our annual financial statements
      on Form 10-KSB for the year ended December 31, 2005 amounted to
      $6,750.





All
      Other
      Fees





No
      fees
      were billed by our auditors for products and services other than those described
      above under "Audit Fees" for the years ended December 31, 2005.





Board
      of
      Directors Pre-Approval Policies and Procedures





In
      October 2005, the Board of Directors adopted polices and procedures for
      pre-approving all audit and non-audit services provided by our independent
      auditors prior to the engagement of the independent auditors with respect to
      such services. Under the policy, our independent auditors are prohibited from
      performing certain non-audit services and are pre-approved to perform certain
      other non-audit and tax related services provided that the aggregate fees for
      such pre-approved non-audit and tax related services do not exceed a pre-set
      minimum. All audit services, audit-related services, tax services and other
      services provided by Malone & Bailey PC have been pre-approved by the Board
      of Directors.


-15-







**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized, on the 2nd day of November 2006.


ETELCHARGE.COM,
                INC.By:
            /s/ Carl
                O. ShermanCarl
                O. ShermanChief
                Executive Officer




In
      accordance with the Exchange Act, this report has been signed by the following
      persons on behalf of the registrant and in the capacities indicated, on
      the 2nd day of November 2006.




**Signature**
            **Capacity**/s/
                Carl O. Sherman
            Chief
                Executive OfficerCarl
                O. Sherman
            (Principal
                Executive Officer)/s/
                Michelle R. Sherman
            Director
                and SecretaryMichelle
                R. Sherman
            (Principal
                Financial Officer)/s/
                Thomas Jackson
            DirectorThomas
                Jackson












-16-





INDEX
      TO FINANCIAL STATEMENTS





PAGEREPORT
                OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
            F-2FINANCIAL
                STATEMENTSBalance Sheets
            F-3Statements of Expenses
            F-4Statement of Changes in Shareholders' Equity (Deficit)
            F-5Statements of Cash Flows
            F-7Notes to Financial Statements
            F-9










F-1-





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


eTelcharge.com,
      Inc.


(A
      Development Stage Company)


Desoto,
      Texas





We
      have
      audited the accompanying balance sheet of Etelcharge.com, Inc. (A Development
      Stage Company) as of December 31, 2005 and the related statements of expenses,
      stockholders’ deficit, and cash flows for the two years then ended and the
      period from June 7, 1999 (Inception) through December 31, 2005. The
      financial statements for the period June 7, 1999 (inception) through December
      31, 2002, were audited by other auditors whose reports expressed unqualified
      opinions on those statements. Our opinion on the statements of expenses,
      stockholders' deficit, and cash flows for the period June 7, 1999 (inception)
      through December 31, 2005, insofar as it relates to amounts for prior periods
      through December 31, 2002, is based solely on the reports of other auditors. These
      financial statements are the responsibility of Etelcharge.com, Inc.’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Etelcharge.com, Inc., as of
      December 31, 2005 and the results of its operations and its cash flows for
      the
      periods described, in conformity with accounting principles generally accepted
      in the United States of America.





The
      accompanying financial statements have been prepared assuming that
      Etelcharge.com, Inc. will continue as a going concern. As discussed in Note
      2 to
      the financial statements, Etelcharge.com, Inc. suffered recurring losses and
      has
      a working capital deficit which raises substantial doubt about its ability
      to
      continue as a going concern. Management’s plans regarding those matters also are
      described in Note 2. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





/s/
      Malone & Bailey, PC Malone
        & Bailey, PC


www.malone-bailey.com


Houston,
      Texas





April
      10,
      2006






F-2-








**eTelcharge.COM,
                INC.****(A
                Development Stage Company)****BALANCE
                SHEET**




**December
                31,**
            ********
            ****
            **2005****ASSETS**Current
                assets:Cash
            
            $
            13,671Fixed
                assets, net of accumulated depreciation of $48,248
            
            
            5,141Deposits
            
            
            1,980Total
                assets
            
            $
            20,792**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                liabilities:Short
                term debt - related parties
            
            $
            6,117Accrued
                expenses
            
            
            56,284Payroll
                tax obligation
            
            
            143,970Accounts
                payable
            
            
            99,942Note
                payable to shareholder
            
            
            284,546Short
                term debt
            
            
            2,920Pending
                stock subscriptions
            
            
            5,213Total
                current liabilities
            
            
            598,992Commitments
            
            
            -Stockholders'
                deficit:Common
                stock, $.003 par value, 250,000,000 shares authorized,128,921,706
                shares issued and outstanding
            
            
            386,765Additional
                paid in capital
            
            
            11,340,625Deficit
                accumulated during the development stage
            
            
            (12,305,590
            )Total
                stockholders' deficit
            
            
            (578,200
            )Total
                liabilities and stockholders' deficit
            
            $
            20,792











See
            accompanying summary of accounting policies
 and
            notes
            to financial statements.
 F-3-











**eTelcharge.COM,
                INC.****(A
                Development Stage Company)****STATEMENTS
                OF EXPENSES**




****
            **June
                7, 1999**
            ********
            ****
            **Year
                ended**
            ****
            **Year
                ended**
            ****
            **(Inception)
                to**
            ********
            ****
            **December
                31,**
            ****
            **December
                31,**
            ****
            **December
                31,**
            ********
            ****
            **2005**
            ****
            **2004**
            ****
            **2005**Revenue
            
            $
            19,309
            
            $
            -
            
            $
            19,309Operating
                expenses
            
            $
            2,125,033
            
            $
            787,730
            
            $
            12,331,021Net
                loss from operations
            
            
            (2,105,724
            )
            
            (787,730
            )
            
            (12,331,021
            )Other
                income
            
            
            13,221
            
            
            23,444
            
            
            57,438Interest
                expense
            
            
            (15,484
            )
            
            (8,426
            )
            
            (51,316
            )Net
                loss
            
            $
            (2,107,987
            )
            $
            (772,712
            )
            $
            (12,305,590
            )Basic
                and diluted net loss per share
            
            $
            (0.02
            )
            $
            (0.01
            )Basic
                and diluted weighted average shares outstanding
            
            
            116,923,974
            
            
            66,519,688














See
            accompanying summary of accounting policies
 and
            notes
            to financial statements.
 F-4-








**eTelcharge.COM,
                INC.****(A
                Development Stage Company)****STATEMENTS
                OF CHANGES IN STOCKHOLDERS' DEFICIT****Period
                from June 7, 1999 (Inception) through December 31,
                2005**




**Price
                per share**
            ****
            **Number
                of Common Shares Issued**
            ****
            **Par**
            ****
            **Additional
                Paid-in Capital**
            ****
            **Accumulated
                Deficit**
            ****
            **Total**Issuance
                of founder shares
            
            $
            0.00
            
            
            30,851,880
            
            $
            92,556
            
            $
            (69,417
            )
            $
            -
            
            $
            23,139Deemed
                distribution related to purchaseof
                asset from affiliate in 1999
            
            
            -
            
            
            -
            
            
            -
            
            
            (53,500
            )
            
            -
            
            
            (53,500
            )Issuance
                of common stock for propertyand
                equipment in 2001
            
            
            0.38
            
            
            12,800
            
            
            38
            
            
            4,762
            
            
            -
            
            
            4,800Issuance
                of common stock for cash:November
                27, 1999
            
            
            0.01
            
            
            1,600,000
            
            
            4,800
            
            
            5,200
            
            
            -
            
            
            10,000December
                10, 1999
            
            
            0.06
            
            
            160,000
            
            
            480
            
            
            9,520
            
            
            -
            
            
            10,000December
                17, 1999
            
            
            0.01
            
            
            2,400,000
            
            
            7,200
            
            
            22,800
            
            
            -
            
            
            30,000January
                14, 2000
            
            
            0.04
            
            
            146,668
            
            
            440
            
            
            5,060
            
            
            -
            
            
            5,500January
                28, 2000
            
            
            0.12
            
            
            80,000
            
            
            240
            
            
            9,730
            
            
            -
            
            
            9,970February
                7, 2000
            
            
            0.01
            
            
            960,000
            
            
            2,880
            
            
            9,120
            
            
            -
            
            
            12,000March
                14, 2000
            
            
            0.06
            
            
            40,000
            
            
            120
            
            
            2,380
            
            
            -
            
            
            2,500April
                13, 2000
            
            
            0.04
            
            
            1,472,000
            
            
            4,416
            
            
            59,584
            
            
            -
            
            
            64,000June
                30, 2000
            
            
            0.38
            
            
            780,000
            
            
            2,340
            
            
            290,160
            
            
            -
            
            
            292,500September
                30, 2000
            
            
            0.38
            
            
            300,000
            
            
            900
            
            
            111,600
            
            
            -
            
            
            112,500December
                31, 2000
            
            
            0.38
            
            
            20,000
            
            
            60
            
            
            7,440
            
            
            -
            
            
            7,500February
                1, 2001
            
            
            0.13
            
            
            192,000
            
            
            576
            
            
            23,424
            
            
            -
            
            
            24,000March
                14, 2001
            
            
            0.38
            
            
            60,000
            
            
            180
            
            
            22,320
            
            
            -
            
            
            22,500April
                1, 2001
            
            
            0.38
            
            
            39,336
            
            
            118
            
            
            14,634
            
            
            -
            
            
            14,752April
                24, 2001
            
            
            0.38
            
            
            40,000
            
            
            120
            
            
            14,880
            
            
            -
            
            
            15,000May
                20, 2001
            
            
            0.37
            
            
            42,668
            
            
            128
            
            
            15,872
            
            
            -
            
            
            16,000May
                25, 2001
            
            
            0.38
            
            
            40,000
            
            
            120
            
            
            14,880
            
            
            -
            
            
            15,000June
                11, 2001
            
            
            0.38
            
            
            120,000
            
            
            360
            
            
            44,640
            
            
            -
            
            
            45,000June
                18, 2001
            
            
            0.38
            
            
            80,000
            
            
            240
            
            
            29,760
            
            
            -
            
            
            30,000August
                31, 2001
            
            
            0.38
            
            
            40,000
            
            
            120
            
            
            14,880
            
            
            -
            
            
            15,000September
                20, 2001
            
            
            0.38
            
            
            80,000
            
            
            240
            
            
            29,760
            
            
            -
            
            
            30,000September
                21, 2001
            
            
            0.50
            
            
            20,000
            
            
            60
            
            
            9,940
            
            
            -
            
            
            10,000November
                21, 2001
            
            
            0.34
            
            
            59,140
            
            
            177
            
            
            19,848
            
            
            -
            
            
            20,025December
                3, 2001
            
            
            0.38
            
            
            13,332
            
            
            40
            
            
            4,960
            
            
            -
            
            
            5,000January
                30, 2002
            
            
            0.38
            
            
            16,000
            
            
            48
            
            
            5,952
            
            
            -
            
            
            6,000February
                1, 2002
            
            
            0.30
            
            
            66,664
            
            
            200
            
            
            19,801
            
            
            -
            
            
            20,001February
                26, 2002
            
            
            0.31
            
            
            8,796
            
            
            26
            
            
            2,679
            
            
            -
            
            
            2,705April
                1, 2002
            
            
            0.13
            
            
            80,000
            
            
            240
            
            
            9,760
            
            
            -
            
            
            10,000April
                9, 2002
            
            
            0.38
            
            
            21,832
            
            
            65
            
            
            8,257
            
            
            -
            
            
            8,322July
                1, 2002
            
            
            0.21
            
            
            119,200
            
            
            358
            
            
            24,342
            
            
            -
            
            
            24,700July
                10, 2002
            
            
            0.37
            
            
            107,732
            
            
            323
            
            
            40,075
            
            
            -
            
            
            40,398August
                16, 2002
            
            
            0.21
            
            
            3,764
            
            
            11
            
            
            789
            
            
            -
            
            
            800September
                5, 2002
            
            
            0.88
            
            
            4,000
            
            
            12
            
            
            3,488
            
            
            -
            
            
            3,500September
                10, 2002
            
            
            0.38
            
            
            13,332
            
            
            40
            
            
            4,960
            
            
            -
            
            
            5,000September
                20, 2002
            
            
            0.37
            
            
            53,336
            
            
            160
            
            
            19,840
            
            
            -
            
            
            20,000


**continued**





See
            accompanying summary of accounting policies
 and
            notes
            to financial statements.
 F-5-








Issuance
                of common stock for services:December
                10, 2000
            
            
            0.38
            
            
            84,200
            
            
            253
            
            
            31,322
            
            
            -
            
            
            31,575December
                10, 2000
            
            
            0.38
            
            
            1,400,000
            
            
            4,200
            
            
            520,800
            
            
            -
            
            
            525,000February
                14, 2001
            
            
            0.13
            
            
            1,221,520
            
            
            3,665
            
            
            149,048
            
            
            -
            
            
            152,713February
                22, 2001
            
            
            0.13
            
            
            600,000
            
            
            1,800
            
            
            73,200
            
            
            -
            
            
            75,000June
                6, 2001
            
            
            0.38
            
            
            100,000
            
            
            300
            
            
            37,200
            
            
            -
            
            
            37,500June
                12, 2001
            
            
            0.38
            
            
            20,000
            
            
            60
            
            
            7,440
            
            
            -
            
            
            7,500August
                31, 2001
            
            
            0.38
            
            
            1,400,000
            
            
            4,200
            
            
            520,800
            
            
            -
            
            
            525,000September
                10, 2001
            
            
            0.25
            
            
            300,000
            
            
            900
            
            
            73,413
            
            
            -
            
            
            74,313September
                11, 2001
            
            
            0.38
            
            
            160,000
            
            
            480
            
            
            59,520
            
            
            -
            
            
            60,000September
                12, 2001
            
            
            0.38
            
            
            9,200,000
            
            
            27,600
            
            
            3,422,400
            
            
            -
            
            
            3,450,000January
                7, 2002
            
            
            0.38
            
            
            1,573,400
            
            
            4,720
            
            
            592,805
            
            
            -
            
            
            597,525January
                30, 2002
            
            
            0.38
            
            
            20,000
            
            
            60
            
            
            7,440
            
            
            -
            
            
            7,500April
                1, 2002
            
            
            0.38
            
            
            33,000
            
            
            99
            
            
            12,276
            
            
            -
            
            
            12,375May
                29, 2002
            
            
            0.38
            
            
            120,000
            
            
            360
            
            
            44,640
            
            
            -
            
            
            45,000September
                30, 2002
            
            
            0.38
            
            
            40,000
            
            
            120
            
            
            14,880
            
            
            -
            
            
            15,000December
                31, 2002
            
            
            0.38
            
            
            338,400
            
            
            1,015
            
            
            125,885
            
            
            -
            
            
            126,900Share
                adjustment
            
            
            -
            
            
            275,060
            
            
            825
            
            
            (634
            )
            
            -
            
            
            191Cancellation
                of common stock
            
            
            -
            
            
            (120,000
            )
            
            (360
            )
            
            360
            
            
            -
            
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,153,550
            )
            
            (7,153,550
            )Balances,
                December 31, 2002
            
            
            
            
            
            57,045,824
            
            
            171,137
            
            
            6,556,866
            
            
            (7,153,550
            )
            
            (425,547
            )Issuance
                of common stock for services
            
            
            0.03
            
            
            9,200,800
            
            
            27,602
            
            
            202,498
            
            
            -
            
            
            230,100Issuance
                of common stock for cash
            
            
            0.38
            
            
            273,064
            
            
            819
            
            
            101,956
            
            
            -
            
            
            102,775Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,271,341
            )
            
            (2,271,341
            )Balances,
                December 31, 2003
            
            
            
            
            
            66,519,688
            
            
            199,559
            
            
            6,861,319
            
            
            (9,424,891
            )
            
            (2,364,013
            )Net
                loss
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            (772,712
            )
            
            (772,712
            )Balances,
                December 31, 2004
            
            
            
            
            
            66,519,688
            
            
            199,559
            
            
            6,861,319
            
            
            (10,197,603
            )
            
            (3,136,725
            )Issuance
                of common stock for cash:January
                21, 2005
            
            
            .08-.013
            
            
            320,000
            
            
            960
            
            
            2,540
            
            
            
            
            
            3,500February
                28, 2005
            
            
            0.013
            
            
            112,000
            
            
            336
            
            
            1,064
            
            
            
            
            
            1,400March
                18, 2005
            
            
            0.013
            
            
            100,000
            
            
            300
            
            
            950
            
            
            
            
            
            1,250Issuance
                of common stock for pending stock subscriptions:January
                19, 2005
            
            
            0.0125
            
            
            2,660,560
            
            
            7,982
            
            
            25,275
            
            
            
            
            
            33,257January
                21, 2005
            
            
            .0083-.0125
            
            
            380,000
            
            
            1,140
            
            
            3,610
            
            
            
            
            
            4,750February
                28, 2005
            
            
            .0125-.38
            
            
            357,864
            
            
            1,074
            
            
            90,426
            
            
            
            
            
            91,500March
                18, 2005
            
            
            0.0125
            
            
            200,000
            
            
            600
            
            
            1,900
            
            
            
            
            
            2,500December
                9, 2005
            
            
            .0125-.38
            
            
            120,000
            
            
            360
            
            
            15,640
            
            
            
            
            
            16,000Imputed
                interest on shareholder loan
            
            
            
            
            
            
            
            
            -
            
            
            12,014
            
            
            
            
            
            12,014Net
              Loss
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            (2,107,987
            )
            
            (2,107,987
            )Balance,
              December 31, 2005
            
            
            
            
            
            128,921,706
            
            $
            386,765
            
            $
            11,340,625
            
            $
            (12,305,590
            )
            $
            (578,200
            )





See
            accompanying summary of accounting policies
 and
            notes
            to financial statements.
 F-6-








**eTelcharge.COM,
                INC.****(A
                Development Stage Company)****STATEMENTS
                OF CASH FLOWS**




**June
                7, 1999****Year
                ended**
            
            **Year
                ended**
            
            **(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2005**
            
            **2004**
            
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (2,107,987
            )
            $
            (772,712
            )
            $
            (12,305,590
            )Adjustments
                to reconcile net loss to netcash
                used in operating activities:Amortization
                and depreciation
            
            
            3,666
            
            
            5,358
            
            
            111,248Issuance
                of common stock for services
            
            
            1,841,200
            
            
            -
            
            
            7,837,531Imputed
                interest
            
            
            12,014
            
            
            -
            
            
            12,014Changes
                in:Other
                assets
            
            
            -
            
            
            (980
            )
            
            (1,980
            )Accounts
                payable
            
            
            (31,775
            )
            
            22,241
            
            
            99,942Accrued
                compensation
            
            
            62,734
            
            
            631,658
            
            
            2,715,425Payroll
                tax obligation
            
            
            14,953
            
            
            10,822
            
            
            143,971Net
                cash used in operating activities
            
            
            (205,195
            )
            
            (103,613
            )
            
            (1,387,439
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property and equipment
            
            
            (2,845
            )
            
            -
            
            
            (48,589
            )Net
                cash used in investing activities
            
            
            (2,845
            )
            
            -
            
            
            (48,589
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from sales of common stock
            
            
            6,150
            
            
            -
            
            
            1,119,397Net
                loan proceeds from shareholder
            
            
            207,282
            
            
            39,977
            
            
            290,663Proceeds
                from note payable-other
            
            
            2,920
            
            
            -
            
            
            2,920Payment
                on payable to related party for asset purchase
            
            
            -
            
            
            -
            
            
            (116,500
            )Cash
                received on pending stock subscriptions
            
            
            2,105
            
            
            66,615
            
            
            153,220Net
                cash provided by financing activities
            
            
            218,457
            
            
            106,592
            
            
            1,449,700NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            10,417
            
            
            2,979
            
            
            13,672CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            3,255
            
            
            276
            
            
            -CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            13,672
            
            $
            3,255
            
            $
            13,672


**continued**





See
            accompanying summary of accounting policies
 and
            notes
            to financial statements.
 F-7-








Supplemental
                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
            
            
            2,659,141
            
            
            
            
            
            2,659,141Issuance
                of common stock for pending stock subscriptions
            
            
            148,007
            
            
            
            
            
            148,007Supplemental
                cash flow disclosures:Cash
                paid for income taxes
            
            
            -
            
            
            -
            
            
            -











See
              accompanying summary of accounting policies
 and
              notes
              to financial statements.
 F-8-


**eTelcharge.COM,
      INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      1 - HISTORY AND ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




eTelcharge.com,
      Inc. (“eTelcharge”) 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
      December 31, 2005, eTelcharge has not commenced significant operations.
      eTelcharge is in the process of raising equity financing to fund future
      operations and marketing of its product to target customers. As such, eTelcharge
      is considered to be in the development stage.





**Use
      of Estimates and Assumptions**





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with generally accepted accounting principles. Those estimates and assumptions
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities, and the reported amounts of revenues and
      expenses. Actual results could vary from the estimates that were
      used.




**Cash
      and Cash Equivalents**




eTelcharge
      considers cash in banks, certificates of deposit and other highly liquid
      investments with maturities of three months or less when purchased to be cash
      and cash equivalents.




***Property
      and Equipment***





Property
      and equipment are recorded at cost. Depreciation is computed using the
      straight-line method over estimated lives of three to five years. 
Expenditures that increase values or extend useful lives are capitalized.
      Routine maintenance and repairs are charged to expense when
      incurred.





**Impairment
      of Long-Lived Assets**





eTelcharge
      reviews the carrying value of its long-lived assets annually or whenever events
      or changes in circumstances indicate that the historical cost-carrying value
      of
      an asset may no longer be appropriate.  eTelcharge assesses recoverability
      of the carrying value of the asset by estimating the future net cash flows
      expected to result from the asset, including eventual disposition.  If the
      future net cash flows are less than the carrying value of the asset, an
      impairment loss is recorded equal to the difference between the asset's carrying
      value and fair value.  There was no impairment of long-lived assets for the
      years ending December 31, 2005 and 2004.





***Proprietary
      Rights***





Proprietary
      rights consist of certain exclusive rights that allow eTelcharge's customers
      to
      charge meals and other consumer oriented goods to proprietary "900" telephone
      numbers


F-9-


obtained
      from AT&T. These rights expired in January 2003, and were fully amortized at
      December 31, 2002. The proprietary rights were being amortized using the
      straight-line method over their estimated useful life of three years which
      was
      the contractual life of the underlying agreement with AT&T.   See
      note 11 for details. eTelcharge entered a new agreement in April 2006 with
      AT&T for billing via 800 telephone numbers for micro payment billing for
      downloadable billing for music, video and movie down loads. The agreement
      includes billing for satellite radio and other content. A non-compete agreement
      was signed for billing of food, CD’s, tapes, books and flowers.





***Income
      Taxes***





eTelcharge
      accounts for income taxes in accordance with the asset and liability method.
      Deferred income tax assets and liabilities are computed periodically for
      differences between the financial statement and tax bases of assets and
      liabilities that will result in taxable or deductible amounts in the future
      based on enacted tax laws and rates applicable to the periods in which the
      differences are expected to affect taxable income. Valuation allowances are
      established when necessary to reduce deferred tax assets to the amount expected
      to be realized. Income tax expense is the tax payable or refundable for the
      period plus or minus the change during the period in deferred tax assets and
      liabilities.




***Revenue
      Recognition***





eTelcharge
      recognizes revenue in accordance with Staff Accounting Bulletin (SAB) No. 101,
      “Revenue Recognition in Financial Statements.” Non-refundable, one-time
      processing fee revenue from online merchants will be recognized using the
      straight-line method over the term of the online merchant agreement. Billing
      fee
      and service charge revenue from online merchants will be recognized as online
      purchases from customers are processed and will typically range from 3% to
      4% of
      the purchase price, plus $0.15 to $0 .25 per transaction and will be
      non-refundable. Customer fee revenue will be recognized upon shipment by the
      online merchant to the customer and will typically be 5% to 10% of the purchase
      price and will be refundable should the merchant approve the customer dispute.
      All funds will be remitted directly to eTelcharge. eTelcharge expects to enter
      into 2 to 3 year agreements with merchants, with such agreements not containing
      cancellation clauses. The direct costs of providing these services includes
      a
      transaction charge by the carrier of approximately 2% of the purchase price
      and
      a usage charge per minute that will be expensed as incurred. Revenue will be
      derived from the discount rate affiliated with all other payment options
      rendered to merchants processing credit card transactions via merchant service
      banks contracted by eTelcharge. A residual revenue of approximately .1% of
      the
      discount rate of approximately 2.3% and an additional residual of $.05 cents
      per
      transaction fee of the $0.25 charged to merchant clients will also be
      recognized.




*Stock-Based
      Compensation*





eTelcharge
      issues stock as compensation to employees and outside consultants for services
      rendered.  These shares are recorded at the fair value of the stock as
      measured on the date or dates the services were rendered.





eTelcharge
      adopted the disclosure requirements of Financial Accounting Standard No. 123,
      Accounting for Stock-Based Compensation (FAS No. 123) and FAS No. 148 with
      respect to pro forma disclosure of compensation expense for options issued.
      For
      purposes of the pro forma disclosures, the fair value of each option grant
      is
      estimated on the grant date using the Black-Scholes option-pricing
      model.





eTelcharge
      applies APB No. 25 in accounting for its employee stock option plans and,
      accordingly, no compensation cost has been recognized in eTelcharge's financial
      statements for stock options under any of the stock plans which on the date
      of
      grant the exercise price per share was equal to or exceeded the fair value
      per
      share. There were no options or warrants granted during the years ended December
      31, 2005 and 2004.




F-10-


***Net
      Loss Per Share***





Basic
      and
      diluted loss per share is computed by dividing net loss by the weighted average
      number of basic and diluted common shares outstanding.  There were no
      dilutive securities for the years ended December 31, 2005 and 2004.




***Recent
      Accounting Pronouncements***





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards (SFAS)123 (revised 2004), Share- Based Payment
      (SFAS 123R), which will be effective for us on January 1,2006. Among other
      things, SFAS 123R requires expensing the fair value of stock options. The
      Company will have no transitional effect or restatements due to this accounting
      change.





eTelcharge
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant impact on eTelcharge's results of operations, financial
      position or cash flow.




**NOTE
      2 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, eTelcharge incurred recurring net
      losses of $2,107,987 and $772,712 in fiscal 2005 and 2004, respectively, has
      an
      accumulated deficit of $12,305,590 and a working capital deficit of
      $585,322.  These conditions raise substantial doubt as to eTelcharge's
      ability to continue as a going concern.  Management is trying to raise
      additional capital through sales of common stock.  The financial statements
      do not include any adjustments that might be necessary if eTelcharge is unable
      to continue as a going concern.




**NOTE
      3 - PROPERTY AND EQUIPMENT**





Property
      and equipment consisted of the following at December 31, 2005:





******Description**
            
            **Life**
            
            **2005**Computer equipment
            
            
            3
                years
            
            $
            36,244Office furniture and equipment
            
            
            5
                years
            
            
            17,14553,839Less: accumulated depreciation
            
            
            
            
            
            (48,248
            )$
            5,141




F-11-


Depreciation
      expense totaled $3,666 and $5,338 in fiscal 2005 and 2004,
      respectively.




**NOTE
      4 - ACCRUED COMPENSATION AND PENDING STOCK SUBSCRIPTIONS**




As
      of
      December 31, 2005 eTelcharge was obligated to issue 775,006 shares of common
      stock valued at $52,534 to several employees and consultants for accrued
      compensation under various agreements from 2001 to 2005




As
      of
      December 31, 2005, eTelcharge was obligated to issue 417,040 shares of common
      stock for proceeds received of $5,213 from several investors under pending
      stock
      subscriptions from 2002 to 2005.




**NOTE
      5 - PAYROLL TAX OBLIGATION**





eTelcharge
      has not remitted a portion of its Federal and State employer and employee
      payroll taxes for the years 2001 through 2005. eTelcharge has determined this
      obligation to be the actual amounts of the tax withheld from the employees
      and
      the employer portion of the Federal Tax obligation in addition to an estimated
      25% penalty and interest accrual. The total obligation associated with these
      delinquent amounts at December 31, 2005 was $143,970.




**NOTE
      6 - NOTE PAYABLE TO SHAREHOLDER**





At
      December 31, 2005, eTelcharge has an unsecured note payable to a shareholder
      in
      the amount of $284,546, with interest only payments due monthly at 12.25% with
      no specified maturity date.  The shareholder makes advances to eTelcharge
      on an as needed basis and is periodically repaid portions of the outstanding
      balance.




**NOTE
      7 - 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
      cumulative net operating loss carry-forward is approximately $2,378,666 at
      December 31, 2005, and will expire in the years 2019 through 2025.





At
      December 31, 2005, deferred tax assets consisted of the following:





**2005**Deferred tax assetsNet operating losses
            
            $
            2,378,666Less: valuation allowance
            
            
            (2,378,666
            )Net
                deferred tax asset
            
            $
            -





F-12-





**NOTE
      8 - COMMITMENTS**





eTelcharge
      has a business relationship (affinity program) with a charitable organization
      that requires eTelcharge to contribute $.05 per revenue generating transaction
      to the charity up to $250,000 per year.





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.  eTelcharge will be required to issue up to 701,656 shares
      of common stock in 2006 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
      August
      2000, eTelcharge entered into a lease for office space.  The lease was for
      three years with base rent of $1,000 per month and a security deposit of
      $1,000.  The lease was continued on a month-to-month basis until February
      2004 when the lease space was increased and renewed.  The renewal period
      expires in January 2007 with base rent of $3,675 per month and a security
      deposit of $1,000.





At
      December 31, 2005, future minimum commitments under non-cancelable operating
      leases are as follows:




2006
            
            $
            44,1002007
            
            
            3,675




Rent
      expense totaled approximately $29,400 and $36,675 each for the years ended
      December 31, 2005 and 2004.




**NOTE
      9- COMMON STOCK**




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




Since
      inception and through December 31, 2005, the following share activity
      occurred:




**Shares**
            
            **Amount**Shares for cash
            
            
            10,220,628
            
            $
            1,119,397Shares for services
            
            
            66,146,260
            
            
            7,837,531Shares
                for accrued compensation
            
            
            48,943,594
            
            
            2,659,141Shares for pending stock subsriptions
            
            
            3,718,424
            
            
            148,007Shares
                for assets
            
            
            12,800
            
            
            4,800Share cancellation
            
            
            (120,000
            )
            
            -Totals
            
            
            128,921,706
            
            
            11,768,876




F-13-


**NOTE
      10 - STOCK OPTIONS**




Under
      the
      terms of a stock option agreement effective August 1, 2001, eTelcharge granted
      options to a consulting firm to purchase 9,200,000 shares of common stock.
      6,000,000 options have an exercise price of $0.50 per share and 3,200,000
      options have an exercise price of $0.63 per share. The options vested
      immediately upon approval by the Securities and Exchange Commission (SEC) of
      eTelcharge's Form SB-2, which occurred in April of 2002.  The options
      expired in April 2003.





**NOTE
      11 - PAYABLE TO RELATED PARTY AND PROPRIETARY RIGHTS**





During
      1999, eTelcharge purchased proprietary rights from a related company, Consumer
      Data Solutions Corp. ("CDS"), which has the same majority shareholder as
      eTelcharge, for $116,500 payable under a repayment agreement which required
      monthly payments ranging from $7,500 to $8,500 through January 2001.  The
      repayment agreement was unsecured and does not bear interest. In addition,
      the
      agreement requires eTelcharge to pay CDS for a period of 99 years, 3% of any
      and
      all income, less customary and normal business expenses associated with the
      usage of proprietary rights (which equates to 3% of net income of eTelcharge)
      beginning January 1, 2001.





As
      these
      rights were purchased from a related entity, the asset was recorded by
      eTelcharge at the book value of CDS. Accordingly, the asset was recorded at
      $63,000 with the difference between the recorded cost and the payable to related
      party being reflected as a debit to additional paid-in capital. Amounts payable
      to CDS totaled $0 at December 31, 2005.




**NOTE
      12 - SUBSEQUENT EVENTS**





Subsequent
      to December 31, 2005,eTelcharge issued 817,040 shares of common stock. Of this
      amount 417,040 shares were issued $5,213 in cash received in prior years and
      400,000 shares valued at $36,000 were issued for accrued
      compensation.






F-14-