Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 24, 2008, the Board of Directors (the "Board") of Etelcharge.com (the "Company") made a bonus determination with respect to Robert M. Howe III, the Company's President and CEO, for his performance over the past year since he was appointed to such positions. In recognition of Mr. Howe's leadership and achievement over the past year, the Board approved (i) a cash bonus award of $150,000, payable in six equal monthly installments of $25,000 beginning on August 15, 2008, and (ii) an award of ten million (10,000,000) shares of the Company's common stock (the "Stock Award"). The Stock Award is to be made pursuant to the Company's 2008 Equity Incentive Plan (the "2008 Plan"), and is subject to (1) stockholder approval of the 2008 Plan, (2) execution of a stock award agreement between the Company and Mr. Howe, and (3) the registration on Form S-8 of the shares reserved for issuance under the 2008 Plan.

Item 8.01 Other Events.

The Company intends to hold an Annual Meeting of Stockholders ("Annual Meeting") on September 16, 2008 for the following purposes:

1. To elect three directors to hold office until their successors are elected and qualified;

2. To approve a Certificate of Amendment to the Company's Articles of Incorporation increasing the number of the Company's authorized shares of common stock from 400,000,000 to 5,000,000,000;

3. To approve the Company's 2008 Equity Incentive Plan;

4. To ratify the selection of Whitley Penn LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2008;

5. To approve an amendment to the Company's Bylaws permitting the Company's Board of Directors to make certain amendments to the Bylaws that were previously only permitted to be made by the Company's stockholders; and

6. To conduct any other business properly brought before the meeting.

The deadline for stockholder proposals to be included in our proxy statement for our 2008 Annual Meeting, if eligible to be so included, is August 9, 2008. The deadline for proposals not intended to be included in our proxy statement for our 2008 Annual Meeting, but intended to be considered at that meeting, is August 25, 2008, which is not less than ten days after the anticipated mailing of our notice of the date of our 2008 Annual Meeting. If we do not receive a stockholder proposal by this second deadline, the proposal will be excluded from consideration at the 2008 Annual Meeting. This advance notice requirement supersedes the notice period in SEC Rule 14a-4(c)(1) of the federal proxy rules regarding the discretionary proxy voting authority with respect to such stockholder business. Stockholder proposals should be delivered to the Company at the Company's principal executive offices at 1636 N. Hampton Road, Suite 270, DeSoto, Texas 75115, Attention: President.

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