**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form
      10-KSB/A**


**(Amendment
      No. 1)**





x Annual
      report
      under section 13 or 15(d) of the Securities Exchange Act of 1934


For
      the
      fiscal year ended December 31, 2007





o Transition
      report
      under section 13 or 15(d) of the Securities Exchange Act of 1934


For
      the
      transition period from to





Commission
      file number 000-304799





**eTELCHARGE.COM**


(Name
      of
      small business issuer in its charter)





**NEVADA**
            **75-2847699**(State
                or other jurisdiction
            (I.R.S.
                Employer Identification No.)of
                incorporation or organization)**1636
                N. HAMPTON, SUITE 270, DESOTO, TEXAS**
            **75115**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number (972) 298-3800





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 is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.࿠





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x   No࿠





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.࿠





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





Revenues
      for the fiscal year ended December 31, 2007 were $44,170.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates as of March 20, 2008 was $16,630,144 (based on the closing price
      of $.058 per share on March 20, 2008 as reported on the over-the counter
      Bulletin Board).





As
      of
      March 20, 2008, there were 286,726,624 outstanding shares.





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









EXPLANATORY
      NOTE





eTelcharge.com
      (“eTelcharge” or the “Company”) is filing this Amendment No. 1 on Form 10-KSB/A
      to its Annual Report on Form 10-KSB for the year ended December 31, 2007 (the
      “Original Report”), originally filed with the Securities and Exchange Commission
      on April 1, 2008, to correct an inadvertent error in the description of the
      price payable upon conversion of the debenture issued to Golden Gate Investors,
      Inc. described in Part II, Item 5 of the Original Report. As amended and
      restated, Part II, Item 5 shall read as set forth below. Except for this change,
      no other changes are being made to the Original Report. Conforming corrections
      are also being made to eTelcharge’s Current Report on Form 8-K originally filed
      with the SEC on January 3, 2008.





In
      addition, in accordance with Rule 12b-15 of the Securities Exchange Act of
      1934,
      as amended, this Amendment No. 1 on Form 10-KSB/A includes currently dated
      certifications from the Company’s Principal Executive Officer and Principal
      Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley
      Act
      of 2002.





**PART
      II.**




**Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**




*Market
      Information*





Our
      common stock is currently quoted on the OTC Bulletin Board (“OTCBB”) under the
      symbol “ETLC”.  The OTCBB is a regulated quotation service that
      displays real-time quotes, last-sale prices and volume information in
      over-the-counter equity securities.  OTCBB securities are traded by a
      community of market makers that enter quotes and trade reports.  This
      market is extremely limited and any prices quoted may not be a reliable
      indication of the value of our common stock.





The
      following table sets forth the range of high and low bid quotations for our
      common stock for each of the periods indicated as reported by the
      OTCBB.  These quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commission and may not represent actual
      transactions.




**Fiscal
                Year ended December 31, 2007****QUARTER
                ENDED**
            
            **LOW**
            
            **HIGH**October
                1, 2007 - December 31, 2007
            
            
            .05
            
            
            .11July
                1, 2007 - September 30, 2007
            
            
            .03
            
            
            .12April
                1, 2007 - June 30, 2007
            
            
            .01
            
            
            .04January
                1, 2007 - March 31, 2007
            
            
            .02
            
            
            .03**Fiscal
                Year ended December 31, 2006****QUARTER
                ENDED**
            
            
            **LOW**
            
            
            **HIGH**October
                1, 2006- December 31, 2006
            
            
            .02
            
            
            .07July
                1, 2006 - September 30, 2006
            
            
            .05
            
            
            .17April
                1, 2006- June 30, 2006
            
            
            .04
            
            
            .11January
                1, 2006 - March 31, 2006
            
            
            .05
            
            
            .18




As
      of
      March 21, 2008, we had approximately 628 holders of record of voting common
      stock.


1


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 stockholders. There are no material
      restrictions limiting, or that are likely to limit, eTelcharge’s ability to pay
      dividends on our securities, except for any applicable limitations under Nevada
      corporate law.




*Recent
      Sales of Unregistered Securities*





As
      described in the chart below, the Company issued to six “accredited investors”
shares of its common stock (“Common Stock”), par value $.003 per share, for
      cash.  These shares were issued without registration in reliance upon
      the exemption afforded by the provisions of Section 4(2) of the Securities
      Act
      of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder,
      based on the fact that the issued shares were not sold or offered pursuant
      to
      general solicitation, and in reliance upon the representations of such investors
      as to such investor’s status as an accredited investor and investment
      experience, that such investor had access to information about the Company,
      that
      such investor was purchasing such securities for its own account and not with
      a
      view to resale or distribution or any part thereof in violation of the
      Securities Act and an acknowledgement by such investor that resale of such
      securities may not be made unless registered under the Securities Act or another
      exemption from registration is available.  In addition, such shares
      bear a legend indicating such restrictions on transferability.





**Date**
            **Number
                of Shares Issued**
            **Consideration
                ($)**February
                13, 2007
            1,366,400
            6,782February
                21, 2007
            4,000,000
            20,000April
                24, 2007
            8,000,000
            40,000May
                15, 2007
            8,000,000
            40,000August
                17, 2007
            1,500,000
            30,000August
                23, 2007
            2,000,000
            40,000August
                27, 2007
            688,572
            13,763August
                28, 2007
            1,500,000
            20,000August
                31, 2007
            4,000,000
            20,000September
                5, 2007
            4,070,338
            81,406.75September
                17, 2007
            5,880,532
            117,611October
                2, 2007
            3,721,011
            74,404October
                15, 2007
            3,750,000
            75,000October
                31, 2007
            2,500,000
            100,000November
                1, 2007
            151,531
            3,031November
                13, 2007
            2,000,000
            10,000November
                27, 2007
            4,285,482
            141,733





As
      described in the chart below, eTelcharge issued to eleven consultants shares
      of
      Common Stock in consideration of services provided and, with respect to one
      consultant, a combination of cash and services.  These shares were
      issued without registration in reliance upon the exemption afforded by the
      provisions of Section 4(2) of the Securities Act, based on the fact that the
      issued shares were not sold or offered pursuant to general solicitation, and
      that the consultants had sufficient sophistication and access to information
      about eTelcharge.  In addition, such shares bear a legend indicating
      such restrictions on transferability.


2





**Date**
            **Number
                of Shares Issued**
            **Value
                of Consideration ($)**March
                20, 2007
            12,110,000
            193,760August
                9, 2007
            12,000,000
            240,000August
                31, 2007
            2,000,000
            10,000September
                12, 2007
            985,555
            19,711October
                22, 2007
            2,448,122
            144,209November
                1, 2007
            6,700,000
            556,100January
                8, 2008
            3,315,468
            200,000March
                11, 2008
            1,323,554
            77,990





On
      March
      20, 2007, eTelcharge issued 50,000,000 shares of Common Stock to American Home
      Market (“AHM”), in a negotiated retirement of principal and accrued interest on
      an unsecured promissory note (the “AHM Note”) issued to AHM on March 31, 2006 in
      the amount of $250,000.  During the year ended December 31, 2006, AHM
      had advanced $150,313 under the AHM Note.  The AHM Note provided for
      an interest rate of 8% per annum, with interest-only payments commencing on
      February 1, 2007.  The outstanding balance payable at the time of
      settlement of the AHM Note was $157,246, which included $6,933 of accrued
      interest.  The principal balance was due on December 1, 2007, but AHM
      demanded earlier payment **.**





These
      shares were issued to AHM without registration in reliance upon the exemption
      afforded by the provisions of Section 4(2) of the Securities Act, and Rule
      506
      promulgated thereunder, based on the fact that the issued shares were not sold
      or offered pursuant to general solicitation, and in reliance upon the
      representation of AHM as to AHM’s status as an accredited
      investor.  In addition, the Company advised AHM that resale of such
      stock would be restricted, and such shares bear a legend indicating such
      restrictions on transferability.





On
      December 28, 2007, eTelcharge.com entered into a securities purchase agreement
      (the “Purchase Agreement”), with Golden Gate Investors, Inc. Under the Purchase
      Agreement, eTelcharge issued to GGI a debenture, convertible into eTelcharge’s
      common stock, in the amount of $1.5 million (the “Debenture”). GGI paid for the
      debenture by delivering a cash payment of $200,000 and a note for $1.3 million
      from GGI to eTelcharge. At any time, GGI may convert a portion of the Debenture
      equal to the amount of cash paid to eTelcharge on the initial issuance of the
      Debenture and pursuant to payments made under the note from GGI, into common
      stock at a conversion price equal the lesser of $0.50 per share or 80% of the
      three lowest Volume Weighted Average Prices (“VWAP”) of eTelcharge’s common
      stock during the 20 trading days preceding the election to convert. The
      Debenture further provides for eTelcharge to have the right, but not the
      obligation, to choose to prepay any portion of the Debenture that the holder
      has
      elected to convert, for an amount equal to 120% of such amount, when the VWAP
      is
      below $0.05 per share. The Debenture also provides that the holder may not
      exercise the conversion privilege to the extent that it would acquire
“beneficial ownership” of eTelcharge’s common stock of more than 4.99%, which
      may be increased to 9.99% on not less than 61 days prior notice, or such
      limitation may be removed entirely on 61 days prior notice by the
      holder.





Under
      the
      Purchase Agreement, GGI is required to purchase up to three additional
      debentures, each in the amount of $1.5 million, on terms analogous to the
      Debenture, upon satisfaction of the requirement that the Debenture, and each
      succeeding debenture which has been issued subsequent to the Debenture, has
      no
      more than $250,000 outstanding, i.e., the requirement arises when the prior
      debenture has been converted or otherwise redeemed so that no more than $250,000
      is outstanding. GGI has the right to eliminate its obligations to purchase
      each
      of the three additional debentures by a payment of $100,000.




3


The
      promissory note delivered by GGI to pay for the Debenture bears interest at
      the
      rate of 8% per annum and is payable at maturity, January 31, 2012, with interest
      payable monthly. Interest on the Principal Amount of the Debenture is also
      payable monthly, at the rate of 7 3⁄4% per annum in cash, or at the option of the
      holder, in shares of eTelcharge’s common stock valued at the then applicable
      conversion price. The maturity date of the Debenture is December 26,
      2011.





The
      Debenture provides for various events of default, such as failure to pay
      principal or interest when due, if it is determined that any representations
      warranties or covenants made in the Purchase Agreement or other related
      documents were false or misleading, certain insolvency conditions, if
      eTelcharge’s common stock is no longer traded, if eTelcharge fails to file
      required reports under the securities laws, if eTelcharge defaults on any
      indebtedness exceeding $100,000, or if the VWAP of the common shares is $0.01
      per share or less during the term of the Debenture. In such event, the Debenture
      holder would have the right to accelerate amounts due under the Debenture and
      require immediate redemption of the Principal Amount of the Debenture, at 120%
      of such amount, or 110% in the case of the default relating solely to the VWAP
      of the common shares being $0.01 or less.





The
      Debenture is secured by a pledge of 3,000,000 shares of common stock provided
      by
      Rodney Wagner, a stockholder of eTelcharge. The promissory note issued by GGI
      is
      secured by all of the assets of GGI.





The
      Debenture (including the right to convert into common shares), were issued
      without registration in reliance upon the exemption afforded by the provisions
      of Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and
      Rule 506 promulgated thereunder, based on the fact that the Debenture and the
      shares issuable upon conversion thereof were not sold or offered pursuant to
      general solicitation, and in reliance upon the representation of GGI as to
      its
      status as an accredited investor, that it was purchasing such securities for
      its
      own account and not with a view to resale or distribution or any part thereof
      in
      violation of the 1933 Act and an acknowledgement by GGI that resale of such
      securities may not be made unless registered under the 1933 Act or another
      exemption is available. In addition, such securities bear a legend indicating
      such restrictions on transferability.





**Item
      13. Exhibits.**




**Exhibit
                  No.**
              **Description**31.1
              Rule
                  13a-14(a)/15d-14(a) Certification of Robert M. Howe III31.2
              Rule
                  13a-14(a)/15d-14(a) Certification of Robyn Priest32.1
              Section
                  1350 Certification of Robert M. Howe III32.2
              Section
                  1350 Certification of Robyn
                  Priest


4





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




**eTelcharge.com**/s/
                Rob HoweBy:
                Robert M. Howe IIITitle:
                President and Chief Executive OfficerDate:
                June 3, 2008