UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) March 30, 2009

~~Date of Report (Date of earliest event reported): December 28, 2007~~eTELCHARGE.COM

eTelcharge.com

(Exact name of registrant as specified in its charter)

Nevada	000-30479	75-2847699
NEVADA	000-304799	75-2847699
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1636 North Hampton Rd. Ste. 270, Desoto, Texas	75115-8621
(Address of Principal Executive Offices)	(Zip Code)

124 Loftin St., Suite 600, Cedar Hill, TX 75104

~~Registrant's telephone~~ (Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code:~~ offices) (~~972~~zip code) ~~298-3800~~

~~Not Applicable~~Registrant’s telephone number, including area code 972-298-3800

~~(Former Name~~Check orthe ~~Former~~appropriate ~~Address,~~box below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
□	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240. 13e-4(c))

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Item 1 4.01~~. Entry~~ ~~Into~~Changes Ain ~~Material~~Registrant’s ~~Definitive~~Certifying ~~Agreement~~Accountant.

~~On December 28, 2007, eTelcharge.com~~ (~~the “Company”~~a) ~~entered~~and ~~into a securities purchase agreement with Golden Gate Investors, Inc.,~~ (~~“GGI”~~b), ~~which~~Changes isin ~~described~~Independent ~~below~~Registered inPublic ~~Item~~Accounting ~~3.02.~~Firm

~~Item 2~~On March 23, 2009 the Board of Directors of Etelcharge.~~03. Creation~~com (the “Company”) approved the engagement of aTurner, ~~Direct~~Stone ~~Financial~~& ~~Obligation~~Company, orL.L.P. an(TS) ~~Obligation~~as ~~under~~the ~~an Off-Balance~~Company’s ~~Sheet~~independent ~~Arrangement~~registered public accounting firm for the year ending December 31, 2008. TS has informed the Company that it completed its client acceptance process on March 24, 2009. On April 12, 2008, the Company engaged the Accounting firm of aWhitley ~~Registrant~~Penn LLP (WP). While WP performed accounting services including reviewing the Company’s quarterly financial reporting, it did not perform an audit.

~~Information~~ During the years ended December 31, 2008 and December 31, 2007 and through March 23, 2009, neither the Company nor anyone on its behalf has consulted with TS with respect to ~~this~~either ~~item~~(i) isthe application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that TS concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item ~~3.02~~304(a)(1)(iv) ~~below~~of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Item 3.02. Unregistered~~In ~~Sales~~connection with the selection of ~~Equity~~TS, ~~Securities~~on March 23, 2009 the Audit Committee decided not to continue the engagement of WP, and, as previously decided, not to renew the engagement of Malone & Bailey PC (M&B) as the Company’s independent registered public accounting firm effective immediately.

~~On December~~The ~~28,~~reports ~~2007,~~of ~~the~~M&B ~~Company entered~~on ~~into a securities purchase agreement (~~the ~~“Purchase Agreement”), with GGI. Under the purchase agreement, the~~ Company ~~issued to GGI a debenture, convertible into the Company~~’s ~~common~~financial ~~stock,~~statements ~~in the amount of $1.5 million (the “Debenture”). GGI paid~~ for the ~~debenture~~years byended ~~delivering~~December ~~a cash payment of $200~~31,~~000~~ 2007 and aDecember ~~note for $1.3 million from GGI to the Company. At any time~~31, ~~GGI~~2006 ~~may~~did ~~convert~~not ~~the~~contain ~~“Principal~~an ~~Amount”~~adverse ofopinion ~~the Debenture~~or ~~into common stock at~~ a ~~conversion~~disclaimer ~~price equal the lesser~~ of ~~$0.50 per share~~an oropinion, the three lowest Volume Weighted Average Prices (“VWAP”) of the Company’s common stock during the 20 trading days preceding the election to convert. The “Principal Amount” is defined as the amount actually advanced under the Debenture and ~~not~~were ~~previously converted. The Debenture further provides for the Company to have the right, but~~ not ~~the obligation,~~qualified toor ~~choose~~modified toas ~~prepay any portion of the Debenture that the holder has elected~~ to ~~convert~~uncertainty, ~~for~~audit anscope ~~amount~~or ~~equal~~accounting ~~to 120% of such amount~~principles, ~~when~~except ~~the VWAP is below $0.05 per share. The Debenture also provides~~ that the ~~holder may~~reports ~~not~~include ~~exercise~~a ~~the~~qualification ~~conversion~~as ~~privilege~~ to the ~~extent that it would acquire “beneficial ownership” of the~~ Company’s ~~common~~ability ~~stock of more than 4.99%, which may be increased~~ to ~~9.99%~~continue onas ~~not~~a ~~less~~going ~~than 61 days prior notice, or such limitation may be removed entirely on 61 days prior notice by the holder~~concern.

~~Under~~ During the ~~Purchase~~years ~~Agreement~~ended December 31, ~~GGI~~2007 ~~is required~~and toDecember ~~purchase~~31, up2006 toand ~~three~~through ~~additional~~September ~~debentures~~30, ~~each~~2008, inthere ~~the~~were ~~amount of $1.5~~no ~~million,~~disagreements on(as ~~terms~~defined ~~analogous~~in toItem ~~the~~304(a)(l)(iv) ~~Debenture,~~of ~~upon~~Regulation ~~satisfaction~~S-K ofand the ~~requirement~~ ~~that~~related ~~the~~instructions ~~Debenture,~~to ~~and~~Item ~~each~~304 ~~succeeding~~of ~~debenture~~Regulation ~~which~~S-K) ~~has~~with ~~been issued~~M&B ~~subsequent~~or toWP ~~the~~on ~~Debenture,~~any ~~has~~matter noof ~~more~~accounting ~~than~~principles ~~$250~~or practices,~~000~~ ~~outstanding~~financial statement disclosure, ~~i.e., the~~ ~~requirement~~or ~~arises~~auditing ~~when~~scope ~~the~~or ~~prior~~procedure, ~~debenture~~which ~~has~~disagreements, ~~been~~if ~~converted~~not orresolved ~~otherwise redeemed~~to sothe ~~that~~satisfaction noof ~~more~~M&B ~~than~~or ~~$250~~WP,~~000~~ iswould ~~outstanding. GGI~~have ~~has~~caused ~~the right~~M&B toor ~~eliminate~~WP ~~its~~to ~~obligations~~make reference to ~~purchase~~the ~~each~~subject matter of the ~~three~~disagreements ~~additional debentures~~in byits areports ~~payment~~on ofthe ~~$100,000~~financial statements for such years.

-The Company has provided M&B and WP with a copy of the above disclosures, and has requested that M&B and WP furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made above. A copy of M&B’s letter dated March 30, 2009 is attached as Exhibit 16.1 to this Report. A copy of WP’s letter dated March 30, 2009 is attached as Exhibit 16.2- to this Report.

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 ¾% per annum in cash, or at the option of the holder, in shares of the Company’s common stock valued at the then applicable conversion price. The maturity date of the Debenture is December 26, 2011.-2-

~~The Debenture~~Item 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 the Company’s common stock is no longer traded, if the Company fails to file required reports under the securities laws, if the Company defaults on any indebtedness exceeding $100,000, or if the VWAP of the common shares is $09.01 ~~per~~Financial ~~share~~Statements ~~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 $0Exhibits.~~01 or less.~~

~~The Debenture~~(d) ~~is secured by a pledge of 3,000,000 shares of common stock provided by a stockholder of the Company. The promissory note issued by GGI is secured by all of the assets of GGI.~~Exhibits

~~The Debenture~~EXHIBIT (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 available16. In1 ~~addition, such securities bear a legend indicating such restrictions on transferability.~~

~~The information~~Consent ~~contained~~Letter infrom ~~this~~Malone ~~Form 8-K~~& ~~does~~Bailey ~~not constitute an offer of any securities for sale~~PC. In addition, the securities issued or issuable in the transactions described above have not been registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

~~Item 8.01. Other~~March ~~Events.~~30, 2009

~~Exchange Act~~Office ~~Filings~~of the Chief Accountant

~~The Company~~Division ~~has determined that certain “Information Statements” required to be filed with the Securities and Exchange Commission under Regulation 14C~~ of ~~the~~Corporate ~~Securities~~Finance Exchange Act of 1934, as amended, in connection with certain actions taken by written consent of the Company’s stockholders in 2000, 2005 and 2007, were not so filed. As a result of this non-compliance, the Company may be subject to civil and administrative proceedings brought by the Securities and Exchange Commission, which may include the possible imposition of monetary penalties.

~~-3-~~Securities and Exchange Commission

~~Separation Agreement~~100 ~~with the~~F ~~Company’s~~Street, ~~Former~~NE ~~Senior Officer and a Director~~

~~The Company entered into a Separation and Release Agreement with Carl and Michelle Sherman~~Washington, ~~which became effective on December 24, 2007~~D. ~~Carl Sherman was the Chairman and Chief Executive Officer of the Company until July 31, 2007, and Michelle Sherman was the Secretary and a director of the Company until September 21, 2007~~C. ~~The Company~~ paid $25,000 to the Shermans in connection with this agreement. The Shermans agreed to release the Company from any obligation to them, including the forgiveness of outstanding indebtedness in the amount of approximately $300,000. Pursuant to this agreement, the Shermans also agreed to a five20549-~~year~~7561 non-competition agreement and to indemnify the Company for any undisclosed liabilities that they may have incurred on behalf of the Company. The Separation and Release Agreement is filed as Exhibit 10.4 to this Form 8-K.

~~ITEM 9~~RE: eTELCHARGE.~~01. FINANCIAL~~COM ~~STATEMENTS~~– ~~AND~~SEC ~~EXHIBITS~~FILE No. 000-304799

~~(d) Exhibits.~~Dear Sir or Madam:

4.1	7 ¾% Convertible Debenture.
10.1	Subscription Agreement, between eTelcharge.com and Golden Gate Investors.
10.2	Stock Pledge Agreement between Rodney Wagner and Golden Gate Investors.
10.3	Promissory Note issued by Golden Gate Investors to eTelcharge.com.
10.4	Separation and Release Agreement between eTelcharge.com and Carl Sherman and Michelle Sherman.

We are the former independent auditors for eTELCHARGE.COM (the “Company”). We have read the Company’s current report on Form 8-K dated March 30, 2009 and are in agreement with the disclosure in Item 4.01, insofar as it pertains to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.

~~-4-~~Yours truly,

~~SIGNATURE~~MALONE & BAILEY, PC

~~Pursuant to~~EXHIBIT ~~the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~16.2

	eTelcharge.com
Date: January 3, 2008	By:	/s/ Robyn Priest
		Robyn Priest
		Chief Financial Officer

Consent Letter From Whitley Penn LLP

~~-5-~~Securities and Exchange Commission

Station Place

100 F Street, NE

Washington, D.C. 20549

RE:

eTELCHARGE.COM

File No. 000-304799

We have read eTELCHARGE.COM’s statements included under Item 4.01 of its

Form 8-K dated March 30, 2009, which is to be filed with the Securities and Exchange Commission, and we agree with such statements as they pertain to our Firm.

/s/ Whitley Penn LLP

Dallas, Texas

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Etelcharge.com

(Registrant)

Date: March 30, 2009

/s/ Robert Howe

By: Robert Howe

Title: President & Chief Executive Officer

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