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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 8, 2006

                                   ----------

                                   ECASH, Inc.
              (Exact name of registrant as specified in its charter)

                                   ----------

        Delaware                 000-29447             52-2171803
(State of incorporation)     (Commission File       (I.R.S. Employer
                                  Number)          Identification No.)

                28 Baiting Place Road, Farmingdale, New York 11735
           (Address of principal executive office, including zip code)

                                 (631) 777-2772
                     (Telephone number, including area code)

        2535 Pilot Knob Road, Suite 118, Mendota Heights, Minnesota 55120
          (Former name or former address, if changed since last report)

                                   ----------

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:

|_|   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))

<PAGE>

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Section 2-Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

(a)-(d) On September 8, 2006 ECash, Inc., a Delaware  corporation formerly known
as Avery Sports Turf,  Inc.  (hereinafter  the  "Company"),  acquired all of the
issued  and  outstanding  shares  of E  Cash,  Inc.,  a New  Jersey  corporation
("ECNJ"), in exchange for (the "Share Exchange")  20,000,000  post-reverse stock
split shares (the "Company  Exchange  Shares") of common stock, par value $.001,
of the Company.  The transaction was consummated in accordance with the terms of
a share  exchange  agreement,  dated as of March  27,  2006,  by and  among  the
Company, ECNJ and Richard Schaefer ("Schaefer"),  the sole shareholder and owner
of  record  of all of the  outstanding  capital  stock  of ECNJ  (the  "Exchange
Agreement"). At the closing, Richard Schaefer paid consulting fees in the amount
of $400,000 to Ziam, Incorporated, a Texas corporation. As a result of the Share
Exchange,  (i) Schaefer  owns  beneficially  and of record 95% of the issued and
outstanding  common stock of the  Company,  (ii) all of the  liabilities  of the
Company existing  immediately prior to the Closing have been satisfied and (iii)
ECNJ is a wholly-owned operating subsidiary of the Company.

All of the Company Exchange Shares were issued at the closing in accordance with
an  exemption  from the  registration  requirements  under  Section  4(2) of the
Securities Act of 1933 as amended (the  "Securities  Act"). The Company Exchange
Shares may not be transferred,  sold or otherwise  disposed of unless registered
in accordance  with the  Securities  Act or  transferred  in accordance  with an
exemption  from the  Securities  Act.  Mr.  Schaefer  has not been  granted  any
registration rights with respect to the Company Exchange Shares.

Prior to the Exchange Agreement,  the Company's common stock traded on the OTCBB
under the symbol AVST. As a condition to the consummation of the Share Exchange,
the  Company  changed  its name from Avery  Sports  Turf,  Inc.  to ECash,  Inc.
effective  May 8, 2006,  whereupon  the Company  commenced  trading on the OTCBB
under the new symbol  ECAS.  As a further  condition  to  closing,  the  Company
effectuated  a 1 for 400  reverse  stock  split of its  common  stock  which was
approved by its  stockholders on May 22, 2006 which reduced the total issued and
outstanding shares of common stock of the Company from 497,604,800 to 1,244,012,
before  issuance of the  Company  Exchange  Shares to  Schaefer.  The  Company's
trading symbol then again changed to ECSI on the OTCBB.

<PAGE>

FORWARD LOOKING STATEMENTS

The following  description of our business,  and the discussion of our financial
condition  and results of  operations,  should be read in  conjunction  with the
consolidated  financial  statements  and  related  notes  thereto.  The words or
phrases  "would be," "will  allow,"  "expect  to",  "intends  to," "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project,"  or similar  expressions  are  intended to identify  "forward-looking
statements".  Such statements  include those  concerning our expected  financial
performance,  our corporate strategy and operational plans. Actual results could
differ  materially from those projected in the  forward-looking  statements as a
result of a number of risks and  uncertainties,  including:  (i) our  ability to
obtain  additional  financing in a timely  manner and on terms  favorable to us,
(ii) our ability to completely  develop our business model, (iii) the amount and
timing of operating costs and capital expenditures  relating to the expansion of
our business,  (iv) the implementation of ATM placement and marketing  programs,
(v) our competition,  (vi) potential  regulatory  developments and (vii) general
economic  conditions  specific to our  industry.  Unless  otherwise  required by
applicable  law,  we  do  not  undertake,   and  we  specifically  disclaim  any
obligation,  to update any  forward-looking  statements to reflect  occurrences,
developments,  unanticipated  events  or  circumstances  after  the date of such
statement.

Description of Business.
OUR COMPANY

The description that follows is of the business of our operating subsidiary ECNJ
which has the same name as the Company.  Where necessary to distinguish  between
the parent and the operating  subsidiary,  in the following  description we will
refer to the parent as "the Company" and the operating  subsidiary as "ECNJ". We
may also use the term the Company and pronouns such as "we", "our" and "us" when
making general statements about our business and operations.  It is important to
note that only ECNJ currently conducts business operations.

INTRODUCTION

Our corporate name is ECash,  Inc. We were  incorporated on March 10, 1994 under
the laws of the State of Delaware  under the name of Beta  Acquisition  Corp. In
August 2002 the Company  changed its name to Avery Sports Turf,  Inc. and was in
the  business  of  manufacturing  and  distributing  artificial  grass  surfaces
(sometimes known as "artificial turf") for commercial, athletic, residential and
child care applications.

<PAGE>

On March 27, 2006 we entered  into a share  exchange  agreement  (the  "Exchange
Agreement") with E Cash, Inc., a New Jersey corporation  ("ECNJ"),  and its sole
shareholder  Richard Schaefer  ("Schaefer")  pursuant to which the Company would
acquire  100% of the  issued  and  outstanding  shares of ECNJ in  exchange  for
20,000,000  post-reverse split newly issued shares of common stock (the "Company
Exchange  Shares") of the Company.  Upon the consummation of the Share Exchange,
Mr.  Schaefer  would own 95% of the issued and  outstanding  common stock of the
Company,  and ECNJ  would  become  a wholly  owned  subsidiary  of the  Company.
Simultaneously  with the closing of the Share Exchange,  Mr. Schaefer and/or his
nominees  would  assume all  management  positions of the Company and the former
officers and directors of the Company would submit their resignations  effective
on the closing date. The transaction is intended to be a reverse acquisition for
accounting  purposes  and a  reorganization  pursuant  to section  368(b) of the
Internal  Revenue Code of 1986, as amended,  for income tax purposes.  A copy of
the Exchange  Agreement was filed with the Company's Form 8-K filing on April 7,
2006 and is incorporated herein by reference.

As conditions to the closing of the  transactions  contemplated  by the Exchange
Agreement,  (i) the Company  changed its name from Avery  Sports  Turf,  Inc. to
ECash, Inc. effective May 8, 2006, (ii) the Company's trading symbol was changed
from AVST to ECAS on the OTCBB  effective  May 10,  2006,  and (iii) the Company
effectuated  a 1 for  400  reverse  stock  split  for  all  of  its  issued  and
outstanding  shares of common  stock on May 22,  2006.  After the reverse  stock
split, the Company's trading symbol was changed from ECAS to ECSI.

ECNJ

Our wholly owned subsidiary,  ECNJ, was incorporated under the laws of the State
of New Jersey on April 29,  1999 and is engaged  in the  business  of owning and
operating free standing Automated Teller Machines ("ATMs") in non-banking retail
locations in the State of New Jersey.  The Company intends to continue  business
operations  of ECNJ and will look for  opportunities  to expand its ATM  network
into new markets.

History of the ATM Industry

The first ATMs in the United  States  were  installed  in the early 1970s and by
1980  approximately  18,500 ATMs were in use throughout  the nation.  These ATMs
initially were located at branches of financial  institutions such as commercial
and savings banks.  According to ATM's  Independent News, as of June 2006, there
were  estimated to be  approximately  1,543,000 ATMs world wide, the majority of
which were located at banks or other financial institution  locations.  We are a
non-bank  ATM  company,  that  is,  a  company  that is not a  federal  or state
chartered bank, savings and loan, credit union or other financial institution.

Early in the development of the ATM industry,  regional and national  electronic
authorization  data  networks,  or Electronic  Funds  Transfer  (EFT)  networks,
connected ATMs to financial  institutions  that were members of a particular EFT
network.  Regional EFT networks in different parts of the United States were not
electronically connected to each other. For example,  customers of a bank in New
York could not travel to Los Angeles and access their cash at an ATM because the
networks serving New York and Los Angeles were not connected.  During the 1990s,
many  regional  EFT  networks  merged  or  entered  into  reciprocal  processing
agreements  with other  networks,  which  helped to increase  ATM usage and spur
consumer demand for ATM services.

<PAGE>

Although ATMs were originally  located only at financial  institution  branches,
they  soon  began to  appear  in a variety  of  off-premise  locations,  such as
convenience  stores,  supermarkets,  drug  stores,  shopping  malls,  hotels and
airports. Deployment of off-premise ATMs, however, was impeded by the prevailing
strategy among financial  institutions not to charge their cardholders surcharge
fees for the convenience of accessing their  financial  institution  accounts at
non-financial institution locations. Until 1996, most EFT networks did not allow
surcharge  fees for ATM  transactions  that were  routed  over  their  networks.
However, beginning in 1996, the two largest EFT networks, Cirrus and Plus, began
to allow surcharge fees and other networks  followed.  Surcharging  revenue made
the  deployment of  off-premise  ATMs  economically  feasible and attractive for
non-financial institutions. Following this shift, the number of off-premise ATMs
in the United States grew at a rapid pace.

A Typical ATM Transaction

A typical ATM  transaction  involves  the  withdrawal  of cash from an ATM.  The
cardholder presents an ATM card, issued by his or her financial institution. The
cardholder swipes the ATM card in the ATM machine.  The cardholder then enters a
personal  identification  number, known as a PIN number, to verify identity. The
cardholder's  account  is checked  for  adequate  funds,  and if  everything  is
satisfactory,  cash is dispensed.  All of these communications are routed across
one or  more  EFT  networks  that  electronically  connect  ATMs  and  financial
institutions and allow transactions to appear seamless and instantaneous.

When  a  cardholder  withdraws  cash  from  an ATM  that  is  not  owned  by the
cardholder's  financial  institution,  there are two charges applied.  The first
charge is the surcharge fee paid by the cardholder for using the ATM. The second
charge is an  interchange  fee that the EFT  network  charges  the  cardholder's
financial  institution for routing a transaction  over its network.  This fee is
divided  between the EFT network  routing the  transaction and the ATM operator.
Often, the cardholder's  financial institution also charges the cardholder a fee
called a foreign fee for using an ATM not owned by that  financial  institution.
This charge helps the financial  institution  defray the cost of the interchange
fee it pays.

BUSINESS OF THE COMPANY

Our primary  activity is owning and operating  stand-alone  cash dispensing ATMs
through our subsidiary ECNJ, a non-financial institution. We have placed our ATM
machines in various retail locations including supermarkets, convenience stores,
restaurants,  colleges and other locations not generally serviced by traditional
financial institutions.  The Company's ATMs can be accessed by the use of either
credit or debit cards issued by a wide range of financial institutions.

<PAGE>

We  currently  own and  operate  18 ATMs  that are  located  in  various  retail
locations  within the State of New Jersey.  All cash dispensed from our ATM's is
provided  directly  from ECNJ,  and we  replenish  our  machines  on a weekly or
bi-weekly  basis.  The ATM's are  electronically  connected  to major  financial
institutions  via an Electronic  Funds  Transfer  Network ("EFT  Network").  Our
revenues  consist of  interchange  and surcharge  fees that are assessed to each
customer on a  transaction-by-transaction  basis.  A  surcharge  fee is a charge
assessed  to the  customer  for  use of the  ATM by the  owner  of the  ATM.  An
interchange fee is the fee an ATM owner receives from the cardholder's  bank for
processing a transaction  on behalf of its  customer.  Since we do not issue our
own ATM cards, we receive a surcharge and  interchange fee for each  transaction
effected on our ATM machines; however, we do not receive any foreign fees.

In the  future  our ATMs will be  located  in a broad  base of  retail  outlets,
including but not limited to,  supermarkets,  convenience  stores, gas stations,
restaurants,  colleges, hotels and convention centers. Our strategy is to obtain
a large share of the ATM market.  We will  accomplish this by developing a sales
force,  acquiring  locations  for our ATM machines  and by  acquiring  other ATM
companies. There can be no assurance that our expansion efforts will result in a
greater  share of the ATM market;  however,  if we are able to raise  additional
capital, we will undertake the following:

      a.  Implement a more active sales  marketing  effort to build  revenues by
obtaining new locations for our ATM machines.

      b. Pursue new business by hiring  experienced sales  representatives  that
have previously worked in the field of ATM placement.

      c. Acquire  technologies  to further  expand our ATM business and increase
customer convenience, including expanding our capabilities to allow consumers to
purchase other goods and services such as stamps, theater tickets, prepaid phone
cards and bill payment capabilities.

      d. Increase  marketing  efforts by giving greater  incentives for business
and property owners to house our ATM machines.

      e. Explore  opportunities  to acquire  non-bank  ATM  providers to further
expand our business.

The ATM Business

Banks are the largest  owners and  operators of ATMs in the country  today.  The
majority of bank operated ATM machines are located at branch locations. We are a
non-bank ATM provider that owns and operates ATM machines.  Typically, these ATM
machines are located in retail and convenience  stores,  gas stations,  stadiums
and other  locations not owned and operated by a traditional  bank. The non-bank
ATM provider pays the owner or operator of the location a fee per transaction in
exchange for permitting the provider to install its machine on the premises.

<PAGE>

ATMs that are  operated by non-bank  providers  derive  their  revenues  through
surcharge fees and interchange  fees. These fees are charged to the ATM user who
withdraws  cash from the ATM.  The  average  surcharge  fee per  transaction  is
approximately $1.50 per transaction.  In addition to the surcharge fee, non-bank
providers generate  additional  revenues through  interchange fees.  Interchange
fees are paid to the non-bank provider by the cardholder's bank for processing a
transaction. The average interchange fee per transaction is approximately $0.35.
ATMs can generate  additional  revenues by providing  ancillary  products to the
consumer,  such as prepaid  phone cards,  bill pay  services  and postage  stamp
purchases.

Our ATM Operations

Our  business  plan  calls  for  the  installation  of ATMs  in  retail  outlets
including,  but not limited to, supermarkets,  convenience stores, gas stations,
restaurants,  colleges,  hotels and convention  centers. We will develop our own
ATM sales force  through  which we will  generate  new  business.  Our ATMs will
dispense  cash only.  We will supply all cash to our machines  through a line of
credit  from  a  lending  institution  or  from  our  funds.  Our  machines  are
replenished  on a weekly or bi-weekly  basis,  depending  upon the  frequency of
disbursement of cash to our users.

Our revenues will be generated from surcharge fees and interchange fees. We will
charge an average of $1.50 surcharge fee per transaction.  In addition,  we will
receive an interchange fee of $0.35 per transaction from the  cardholder's  bank
for  processing a transaction  on behalf of its customer.  Since we do not issue
ATM cards, each transaction completed by our ATM machines results in a surcharge
fee to us from the cardholder's bank account as well as an interchange fee.

Our business plan calls for us to be a leader at making ATM machines  accessible
to our  customers  with maximum  convenience  from highly  secure  machines.  We
believe  that  consumers  desire  the  ability  to access  their bank and credit
accounts  from  wherever  is  convenient.  We hope to attract new  locations  by
offering  retailers  a reliable,  high  quality  product  that  increases  their
consumers  shopping  power,  increases  foot  traffic  and gives them an edge in
obtaining  retail sales.  Our success will be dependent upon careful analysis of
potential ATM deployment sites. Furthermore, in order to accomplish our business
plan, we will seek to obtain multiple  revenue streams by adding the value-added
ATM related services and products that consumers  desire,  such as prepaid phone
cards, postage stamps and bill paying services.

<PAGE>

Competition

Competition in the ATM and related services  business is significant.  Banks are
the largest owners and operators of ATMs in the country. Bank ATMs are mainly at
bank  branch  locations,  and do not offer the  level of  convenience  consumers
demand.   Non-bank  ATM  providers  also  constitute  a  significant  source  of
competition.   Our  non-bank  ATM  competition   includes  companies  like  TRM,
Cardtronics and Global Cash.

Another significant source of competition is owners of retail stores.  Retailers
can purchase or lease ATMs from ATM  manufacturers or ATM sales companies.  This
arrangement,  however,  requires  a  significant  financial  commitment  by  the
retailer,  including  fixed  monthly fees for  maintenance,  network  processing
access and cash replenishment.

Employees

We do not  currently  have any  employees.  Our business is operated by our sole
officer,  Richard  Schaefer.  Mr. Schaefer does not receive any compensation for
his  services at this time.  In the future,  as we expand our business and if we
raise additional  capital,  then we will hire employees to operate our business.
At such time, we would also likely appoint additional officers of our company.

Intellectual Property

We do not have any patents, trademarks or copyrights or any applications for any
of the foregoing.  We do utilize  certain  technologies  in our business that we
believe are proprietary and are purchased by us from the manufacturer of our ATM
machines.

Regulation

Our  business  is not  subject to any  governmental  regulation.  Changes in the
regulatory  environment  relating to the ownership and operation of ATM machines
could impose additional regulations and obligations upon us, the effect of which
may be  materially  adverse  to our  interests.  We  have  no  knowledge  of any
legislation  relating to our  business  that is  currently  pending,  but cannot
predict the likelihood that any legislation will be proposed and passed,  or the
financial affect, if any, resulting regulation may have on us.

RISK FACTORS

FINANCIAL RISKS

Our  business  is  difficult  to  evaluate  because  it has a limited  operating
history.

<PAGE>

ECNJ has a limited  operating  history,  and  stockholders  of the Company  must
consider  the risks  and  difficulties  frequently  encountered  by early  stage
companies in new and rapidly evolving  markets,  particularly  those involved in
the business of owning and operating ATMs. We expect our operating  expenses and
capital  expenditures  to increase  significantly  as a result of our efforts to
expand our current business.

We anticipate that we will lose money in the foreseeable future. Accordingly, we
may not be able to achieve profitable operations.

We expect to  encounter  difficulties  as an early stage  company in the rapidly
evolving  business of owning and operating ATMs. We expect to incur  significant
operating and capital  expenditures and, as a result, we expect  significant net
losses in the future. We will need to generate  significant revenues to maintain
profitability, and may not be able to achieve profitable operations.

We will need to raise additional capital by issuing equity securities, and, as a
consequence,  the  ownership  interests of the  Company's  stockholders  will be
diluted.  We will need  substantial  additional  funds in order to implement our
business initiatives.

The amounts and timing of our expenditures  will depend primarily on our ability
to  raise  additional  capital.  We may  seek  to  satisfy  our  future  funding
requirements  through new offerings of securities,  with  collaborative or other
strategic  alliances  or  arrangements  with  corporate  partners  or from other
sources, including loans from our controlling stockholder.  Additional financing
may not be  available  when  needed  or on terms  acceptable  to us.  We have no
current  commitment for additional  financing.  Unavailability  of financing may
require us to delay,  scale back or eliminate  some or all of our  marketing and
development  programs.  To the  extent we raise  additional  capital  by issuing
equity securities, your ownership interest will be diluted.

We do not plan to pay any dividends;  instead we will invest our earnings in the
expansion of our business.

We do not currently pay cash dividends on our common stock and do not anticipate
paying  dividends at any time in the near future.  At present,  we will follow a
policy of retaining all of our earnings,  if any, to finance the development and
expansion of our business. See "Dividend Policy".

CONCENTRATED CONTROL RISKS

We rely very  heavily on  Richard  Schaefer,  our Chief  Executive  Officer  and
President.  The loss of Mr.  Schaefer's  services would have a material  adverse
effect on our business, financial condition and prospects.

<PAGE>

Our success is highly dependent upon the personal efforts and ability of Richard
Schaefer,  our President,  Chief Executive  Officer and Chairman of the Board of
Directors.  We do not currently have an employment  agreement with Mr. Schaefer.
The loss or  inability  of Mr.  Schaefer  to  perform  his  duties  would have a
serious, material adverse effect on us. We have no key man insurance on the life
of Mr.  Schaefer.  We anticipate  hiring new  employees in  connection  with the
development of our business.  Our future success will depend in significant part
on our  ability  to hire and retain key  technical  sales and senior  management
personnel.  Competition  for such  personnel  is  intense  and  there  can be no
assurance that we will be successful in attracting and retaining such personnel.

Our CEO,  President and Chairman controls our Company.  Accordingly,  he has the
right to unilaterally dictate our policies.

Our CEO,  President  and  Chairman is Richard  Schaefer who also owns 95% of our
outstanding  shares.  Accordingly,  he is in a  position  to  elect  all  of our
directors and to dictate our policies.

BUSINESS RISKS

The level of transactions on our ATM machines is subject to substantial seasonal
variation which may cause our quarterly results to fluctuate materially.

Our experience is that the level of  transactions on our ATM machines is subject
to seasonal  variation.  Transaction levels have consistently been higher in the
last quarter of the year due to increased use of ATMs during the holiday season.
The level of transactions  drops in the first quarter of the year,  during which
transaction  levels are generally the lowest we experience during the year. As a
result  of these  seasonal  variations,  our  quarterly  operating  results  may
fluctuate materially.

The stability and growth of our ATM business  depends on maintaining our current
card acceptance agreements with sponsorship banks.

These agreements have expiration  dates and sponsorship  banks are generally not
obligated to renew them.  In some cases,  banks may  terminate  their  contracts
prior to the expiration of their terms.  ECNJ cannot ensure that it will be able
to  continue  to sign or  maintain  these  agreements  on terms  and  conditions
acceptable to it or that processing networks will continue to permit ECNJ's ATMs
to accept  their credit and debit  cards.  The  inability to continue to sign or
maintain these  agreements,  or to continue to accept the credit and debit cards
of banks at our ATMs in the future,  could have a material adverse effect on our
business, growth, financial condition or results of operations.

<PAGE>

Developments in electronic financial transactions,  such as the increased use of
debit cards by customers and  pass-through of ATM  transaction  fees by banks to
customers could materially reduce ATM transaction levels and its revenues.

Certain  developments  in the field of  electronic  financial  transactions  may
reduce the amount of cash that individuals need on a daily basis,  including the
promotion by international card organizations and banks of the use of bank debit
cards  for  smaller  cash  transactions.   These  developments  may  reduce  the
transaction  levels that ECNJ would  experience on its ATMs in the markets where
they occur.  Banks also could elect to pass through to their customers all, or a
large part of, the fees they charge for  transactions  on their ATMs. This would
increase the cost of using a bank's ATM machines to the bank's customers,  which
may cause a decline in the use of ATM  machines by its  cardholders  and,  thus,
have an adverse effect on revenues. ECNJ has no control over the ATM transaction
fees  established  in the  market  place.  Transaction  levels and growth in our
revenues  will depend  primarily on our ability to install ATMs at new sites and
developing  new markets  which,  in turn,  will require  capital  investment and
resources.

ECNJ has no control over the ATM interchange transaction fees established in the
markets where it operates.  The  interchange  fees are established by processing
networks.

ECNJ derives a portion of its revenues from  "interchange  fees" that are set by
processing networks,  Visa, MasterCard,  Star, NYCE and others. ECNJ is not in a
position to influence  these fees,  which may increase or decrease  over time. A
significant decrease in the interchange fee could adversely affect our revenue.

A lack of  business  opportunities  or  financial  resources  may impede  ECNJ's
ability to expand at desired levels,  and its failure to expand operations could
have an adverse impact on its financial condition.

The expansion and development of our ATM business will depend on various factors
including the following:

      -     The demand for our ATM services in our current target markets.

      -     The  ability to locate  appropriate  ATM sites and obtain  necessary
            approvals for the installation of ATMs.

      -     The ability to install ATMs in an efficient and timely manner.

      -     The   ability   to   purchase   sufficient   numbers  of  ATMs  from
            manufacturers on a timely basis, and

      -     The  availability  of  financing  for the  expansion of our business
            through  purchase  of  new  ATMs  and  hiring  of  additional  sales
            personnel.

<PAGE>

ECNJ's operating results depend in part on the volume of transactions on ATMs in
its network and the fees it can collect from processing these transactions.

Transaction  fees and  interchange  fees  from  card  holders  for  transactions
processed on our ATMs account for all our revenues. The future operating results
of our ATM business depend on the following factors:

      -     The increased issuance of credit and debit cards.

      -     The  increased  acceptance  of our ATM  processing  services  in our
            target markets.

      -     The increase of the level of transaction fees we receive.

      -     The installation of larger numbers of ATMs, and

      -     The continued use of our ATMs by credit and debit cardholders.

We will  improve the levels of  transactions  on our ATM  machines by  acquiring
high-quality  sites for our  ATMs,  eliminating  poor  locations,  entering  new
less-developed  markets  and  adding  new  services  in  additions  to the  cash
dispensing  transactions that are available on our ATMs.  However, we may not be
successful in materially increasing transaction levels through these measures.

We may not be able to establish  relationships with business and property owners
for the placement of our ATM's at their  locations.  Our failure to do so or our
loss of current  relationships  with  business and  property  owners will have a
material adverse affect on our future revenues and prospects.

Our revenue will be derived  primarily  from surcharge fees paid by users of our
ATM machines and, to a lesser extent,  from  interchange  fees.  Therefore,  our
future  success will  dependent on our ability to increase the number of our ATM
machines at profitable locations. There can be no assurances that our efforts to
locate,  acquire  and  maintain  profitable  locations  for  our  ATM's  will be
successful.  We could fail to obtain  permission  to install our ATM machines or
could experience  substantial delays in obtaining additional ATM machines, or we
could fail to maintain our relationships  with business and property owners that
are critical for us to locate our ATM's in high  traffic and  profitable  areas.
There can be no assurance  that we will obtain  permission  to install  ATM's at
additional  locations on a timely basis from business and property owners,  that
these locations will prove  profitable or that we will be able to maintain these
locations once they are secured.

<PAGE>

We may not be able to compete  successfully  with the leading ATM  providers who
are more established and better capitalized.

We experience significant  competition from banks, non-bank ATM providers,  such
as  Cardtronics,  TRM and Global  Cash,  and  retail  stores  that have  leasing
arrangements  with  non-bank  ATM  providers.   Many  of  our  competitors  have
materially  greater  financial  resources than us and can more readily implement
ever changing  technological  developments to meet the level of convenience that
consumers  demand.  No  assurance  can be given  that we will be able to compete
successfully with our more established and better-capitalized competitors.

All of our revenue will be derived from customer surcharges and interchange fees
generated from our ATM machines. This lack of diversity will adversely affect us
if there are any  downturns  in this  industry  or if our ATM  machines  fail to
attract consumers.

Our  business  will  be  concentrated  in the  ownership  and  operation  of ATM
machines.  To date, we have been unable to  successfully  diversify our business
into other  revenue  generating  areas.  This lack of diversity  will  adversely
affect us if there are any  downturns  in this  industry or if our ATM  machines
fail to attract consumers.

INTELLECTUAL PROPERTY RISKS

We do not have any intellectual property.

We do not hold licenses or United States  patents  relating to our ATM machines.
All of the  technologies  used in our ATM machines will be provided to us by the
manufacturer of our machines.

REGULATORY RISKS

Legislation may be enacted that affects our business,  and such  legislation may
negatively affect our operations.

In the United  States,  ATM's are not  currently  subject  to federal  and state
direct regulation.  However,  changes in the regulatory  environment relating to
the ownership and operation of ATM machines could impose additional  regulations
and obligations upon our customers and us, the effect of which may be materially
adverse to our business. We have no knowledge of any legislation relating to our
business that is currently  pending,  but cannot predict the likelihood that any
legislation  will be proposed and passed,  or the financial effect any resulting
regulation may have on us.

<PAGE>

RISKS ASSOCIATED WITH CHARTER AND BYLAW PROVISIONS

Our charter and bylaws limit the  liability of our  officers and  directors  and
provide our officers and directors with full indemnification.  This means it may
be very  difficult  to sue our  officers  and  directors  even when they  breach
fiduciary duties.

We have  adopted  provisions  in our Articles of  Incorporation  which limit the
liability of our officers and  directors  and  provisions  in our by-laws,  that
require us to indemnify our officers and directors to the full extent  permitted
by Delaware corporate law. Our Articles of Incorporation  generally provide that
our directors  shall have no personal  liability to us or our  stockholders  for
monetary damages for breaches of their fiduciary duties as directors, except for
breaches of their  duties of loyalty,  acts or omissions  not in good faith,  or
which involve intentional misconduct or knowing violation of law, acts involving
unlawful payment of dividends or unlawful stock purchases or redemptions, or any
transaction from which a director derives an improper  personal  benefit.  These
provisions  substantially  limit the  shareholders'  ability  to hold  directors
liable for breaches of fiduciary duty.

We have the ability to issue a significant amount of additional common stock. If
we do issue a significant  amount of stock,  your ownership  interests  would be
diluted.

We are  authorized to issue up to  500,000,000  shares of common  stock.  To the
extent of this  authorization,  our Board of  Directors  will have the  ability,
without seeking shareholder approval, to issue additional shares of common stock
in the future for any  consideration  that the Board of  Directors  may consider
sufficient.  The issuance of  additional  common stock in the future will reduce
the  proportionate  ownership  and voting power of the common  stock owned.  See
"Description of Securities".

MARKET RISKS

The SEC's  penny  stock  rules  apply to us.  These rules may have the effect of
decreasing the liquidity of our stock and increasing  the  transaction  cost for
transactions in our stock.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with transactions in "penny stocks".  Penny stocks are generally securities with
a price of less than  $5.00 per  share  (other  than  securities  registered  on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities  is  provided  by  the  exchange  or  system).   Under  these  rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk  disclosure  document which  describes the risks  associated with
such stocks, the broker-dealer's duties, the customer's rights and remedies, and
certain market and other information. Then a suitability determination approving
the customer for low priced stock transactions based on the customer's financial
situation,  investment  experience and objectives  must be made.  Broker-dealers
must also  disclose  these  restrictions  in  writing  to the  customer,  obtain
specific written consent of the customers and provide monthly account statements
to the customer.  With all these restrictions,  the likely effect of designation
as a low priced stock will be to decrease the willingness of  broker-dealers  to
make a market for the  stock,  to  decrease  the  liquidity  of the stock and to
increase the  transaction  cost of sales and purchases of such stock compared to
other securities.

<PAGE>

Managements'  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Liquidity and Capital Resources

Prior to the closing of the Share Exchange,  the Company had minimal operations,
income and  assets.  Therefore,  the  following  comparisons  are made only with
reference to the financial  statements  and  operations  of the Company's  newly
acquired subsidiary, ECNJ.

As of March 31,  2006,  the  Company's  fiscal year,  the  Company,  through its
operating  subsidiary,  ECNJ,  had $104,903 in total  assets,  compared to total
assets of ECNJ of $102,848 at March 31, 2005. As of March 31, 2006,  the current
assets of the Company are  comprised  of (i)  $89,374 in cash,  (ii)  $10,969 in
accounts  receivable  and (iii) ATMs with a cost of $103,512,  less  accumulated
depreciation of $98,952.

Results of Operations

The Company had revenues of $127,338 for the year ended March 31, 2006, compared
with $90,972 of revenues of ECNJ for the year ended March 31, 2005.  The Company
also had net income of $51,041  compared  to net income for ECNJ of $38,090  for
the year ended March 31,  2005.  We  attribute  the increase in revenues and net
income in fiscal year 2006 to an increase in ATM  transactions  at our  existing
machines and the  availability of additional vault cash to replenish our ATMs on
a more frequent  basis. We hope to further  increase  revenues and net income in
the  future  through  the  expansion  of our  ATM  placement  installations  and
increased  availability  of vault cash.  Our ability to accomplish our expansion
plans  is  dependent  upon  access  to  additional  capital.  We  are  exploring
opportunities to increase our capital by private or public offerings of debt and
equity   securities,   securing   loans  or  lines  of  credit  from   financial
institutions,  and other private  resources.  While we are assessing our various
options for increasing our capital resources,  there can be no assurance that we
will be able to  obtain  the  necessary  capital  to  expand  our ATM  placement
installations or that financing or other arrangements will be available to us on
favorable terms.

<PAGE>

Operating expenses increased from $32,940 for ECNJ's fiscal year ended March 31,
2005  to  $41,850  for  the  year  ended  March  31,  2006.   This  increase  is
substantially  attributable  to the costs  incurred in connection  with the more
frequent replenishment of our ATM machines due to the availability of additional
vault cash to the Company.  Administrative  expenses  decreased by approximately
$1,100 for the same time period.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The  preparation of our  consolidated  financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires us to make  estimates  and judgments  that affect our reported  assets,
liabilities, revenues, and expenses, and the disclosure of contingent assets and
liabilities. We base our estimates and judgments on historical experience and on
various other  assumptions we believe to be reasonable under the  circumstances.
Future events,  however,  may differ markedly from our current  expectations and
assumptions.  While  there  are a  number  of  significant  accounting  policies
affecting  our  consolidated  financial  statements,  we believe  the  following
critical accounting policies involve the most complex,  difficult and subjective
estimates and judgments:

Use of Estimates:
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make estimates and assumptions that affect the amounts reported in the financial
statements and related notes. Actual results could differ from those estimates.

Risk and Uncertainties:
Factors  that could  affect the  Company's  future  operating  results and cause
future results to vary materially from expectations include, but are not limited
to, lower than anticipated ATM transactions,  and inability to control expenses,
technology changes in the industry,  our relationships with processing  agencies
and  networks,  our  relationships  with our  retail  locations,  changes in our
relationship with parties providing operating services to the Company, increased
competition and general uncertain economic conditions.  Negative developments in
these or other risk factors could have material  adverse affect on the Company's
future financial position, results of operations and cash flow.

Cash and cash equivalents:
The Company  considers all  highly-liquid  investments  with a maturity of three
months  or  less  when  purchased  to be  cash  equivalents.  There  are no cash
equivalents  at March 31,  2006 and there were no cash  equivalents  for ECNJ at
March 31, 2005.

<PAGE>

Equipment and depreciation:
Equipment  is stated at cost and is  depreciated  using  the  declining  balance
method over the estimated useful lives of the respective  assets.  The estimated
useful life of equipment (ATMs) is five years. Routine maintenance,  repairs and
replacement  costs are  expensed as incurred  and  improvements  that extend the
useful life of these assets are capitalized. When equipment is sold or otherwise
disposed of, the cost and related  accumulated  depreciation are eliminated from
the accounts and any resulting gain or loss is recognized in operations.

Revenue recognition:
The Company derives its revenue from transaction fees incurred by ATM usage. Our
transaction  fees are calculated by multiplying the total number of transactions
per location by the agreed upon transaction fee rate.  Accordingly,  the Company
recognizes its revenues at the time of the ATM transaction.  The Company records
transaction  fees  from ATM  usage on a gross  basis  with  commissions  paid to
retailers accounted as an operating expense.

Fair values of financial instruments:
The Company uses financial instruments in the normal course of its business. The
carrying values of cash  equivalents,  accounts  receivable,  accounts  payable,
accrued expenses and other current liabilities  approximate their fair value due
to the short-term maturities of these assets and liabilities.

Income taxes:
The Company accounts for income taxes using the liability method.  The liability
method  requires  the Company to determine  deferred tax assets and  liabilities
based on the  differences  between  the  financial  and tax bases of assets  and
liabilities  using enacted tax rates in effect for the year in which differences
are  expected  to  reverse.  Deferred  tax assets are  adjusted  by a  valuation
allowance, if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

Valuation methods used to determine  deferred tax assets in the liability method
include  estimates  which are made in the best judgment of management  and their
advisors  and  which  may  be  subject  to  challenge  by  taxing   authorities.
Significant   estimates   used  in   accounting   for  income  taxes  relate  to
determination of taxable income and the  determination of temporary  differences
between book and tax bases.  Temporary  differences  are a result of the Company
preparing its corporate tax returns on the cash basis method of accounting.

<PAGE>

Recent Accounting Pronouncements

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
No. 153 (SFAS 153),  "Exchanges  of  Non-monetary  Assets."  SFAS 153 amends the
guidance  in APB No. 29,  "Accounting  for  Non-monetary  Assets" APB No. 29 was
based on the principle that exchanges of non-monetary  assets should be measured
on the fair  value  of the  assets  exchanged.  SFAS 153  amends  APB No.  29 to
eliminate the exception for non-monetary  exchanges of similar productive assets
and replaces it with general exception for exchanges of non-monetary assets that
do not have  commercial  substance  if the  future  cash flows of the entity are
expected  to  change  significantly  as a result  of the  exchange.  SFAS 151 is
effective for financial  statements issued for fiscal years beginning after June
15, 2005. The adoption of SFAS 153 is not expected to have a material  effect on
the Company's financial position or results of operations.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections  ("SFAS No.  154") which  replaces  APB Opinion No. 20,  "Accounting
Changes" and SFAS No. 3,  "Reporting  Accounting  Changes" in Interim  Financial
Statements-An  Amendment of ABP Opinion No. 28 SFAS No. 154 provides guidance on
the  accounting for and reporting of accounting  changes and error  corrections.
Specifically,  this statement requires "retrospective application" of the direct
effect  for a  voluntary  change  in  accounting  principle  to  prior  periods'
financial  statements,  if it is practical to do so. SFAS No. 154 also  strictly
defines the term  "restatement"  to mean the correction of errors made in fiscal
years  beginning  after  December  15,  2005 and  required  to be adopted by the
Company in the first  quarter of fiscal year 2006.  Although we will continue to
evaluate the application of SFAS No. 154,  management does not currently believe
adoption  will have a material  impact on our results of  operations,  financial
position or cash flow.

Description of Property

Our  corporate  offices are located at 28 Baiting Place Road,  Farmingdale,  New
York, 11735, where we occupy a portion of office space and a warehouse building.
The office space is provided to us without cost by Mr. Schaefer, our controlling
stockholder, Chairman of the Board, President and CEO.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of the
Company's  common  stock as of September 8, 2006 (i) by each person who is known
by it to beneficially own more than 5% of its common stock;  (ii) by each of its
officers and  directors;  and (iii) by all of its  officers  and  directors as a
group:

Name and Address of                     Amount and Nature          Percentage of
Beneficial Owner                        of Beneficial Owner         Class Owned

Richard Schaefer                         20,000,000 shares             95.00%
28 Baiting Place Road,
Farmingdale, New York 11735

Richard R. Brannon                       -0-                           --
969G Edgewater Blvd. #263
Foster City, CA  94404

<PAGE>

Robert Waligunda                         -0-                           --
206 Amberleigh Drive
Pennington, NJ 08534

All Directors and
Officers as a group (the
persons named above)                     20,000,000 shares             95.00%

Beneficial  Ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities. Each of the beneficial owners listed above has
direct  ownership of and sole voting power and investment  power with respect to
the shares of our common stock.

Directors, Executive Officers, Promoters and Control Persons

Each board member became a director on September 8, 2006.

Richard  Schaefer--President  and CEO, Chief  Financial  Officer,  Secretary and
Chairman of the Board of Directors

For the past five years,  Mr.  Schaefer has been  President  of ATM  Management,
Inc., a company engaged in the sales and servicing of ATMs and all other aspects
of  the  ATM  industry.  Mr.  Schaefer  is  highly  experienced  in  sales,  and
accomplished  in  distribution,  maintenance,  placement  and  promotion  of ATM
machines.  He has served as a consultant to owner-operated  ATMs, and has opened
sales offices throughout the country. He has designed  advertising and marketing
ads for ATMs that are currently a prototype for the industry.  Mr.  Schaefer has
more than thirty years  experience  in the  ownership  and operation of multiple
convenience stores in the New York metropolitan area.

Richard R. Brannon--Director

For the past five years Mr. Brannon has been a licensed  California  Real Estate
Broker and mortgage banker.  He has 34 years of real estate and mortgage banking
experience.  He has his own real estate  company as well as a mortgage  company.
Mr.  Brannon is also a  consultant  for the  banking  and ATM  business  and has
trained  hundreds of licensees in both real estate and mortgage  banking.  He is
currently  a  consultant  and trainer for  various  real estate  companies.  Mr.
Brannon was a founding member of  the Independent  Mortgage Brokers  Association
of California.

Robert Waligunda--Director

Mr. Robert Waligunda is President and Director of Flight  Operations for Balloon
Expeditions.  He is the  originator  and  producer of many of the major  balloon
races  in this  country, and  Sports  Illustrated described  him as "The dean of
American  Balloonists".  Mr.  Waligunda  has been  involved  in every  aspect of
ballooning;  from training  fliers to recruiting  celebrities  to the sport,  to
managing marketing programs and organizing  national balloon races. He is also a
certified  fixed  wing  pilot.  In his 38 years of  experience  he  founded  Sky
Promotions,  one of the nation's largest marketing and management companies with
a client list of over fifty national accounts that include  PaineWebber,  People
Magazine,  Canada Dry, Electrolux,  Benihana of Tokyo, and the House of Seagram.
Some of his accomplishments  include being selected as the "official" consultant
to the United  States Air and Space  Bicentennial  in  Washington,  D.C.;  being
featured in numerous national television commercials and movies, including Woody
Allen's "Stardust Memories";  and named "The Most Renowned Aerostatic Aviator in
America" by Sports Illustrated. He received special mention in the Congressional
Record for his starring role in "The Great American Balloon Adventure", an Alcoa
hour  television  documentary  tracing  his  continental  crossing of the United
States - via Hot Air Balloon - from San  Francisco to New York. A model of Bob's
well-traveled  balloon was displayed in the  Smithsonian Air and Space Museum in
Washington,  D.C. Mr.  Waligunda  co-authored  The Great American  Balloon Book,
published by Prentice  Hall.  He has been  featured in  magazines  such as Life,
Fortune and Popular Science. Mr. Waligunda has a Master of Science degree (1968)
and a Bachelor of Science degree from Springfield College (1967).

<PAGE>

Executive  Compensation  None of our management  including the President and CEO
have any employment  agreement with ECNJ or the Company. We do not currently pay
our  directors  any fees or other  compensation  for acting as  directors of our
Company;  however,  they will be reimbursed  for expenses  incurred in attending
meetings of the board.

Audit Committee and Audit Committee  Financial  Expert. We do not currently have
an audit committee  financial  expert,  nor do we have an audit  committee.  Our
entire board of directors  handles the functions that would otherwise be handled
by an audit  committee.  We do not currently  have the capital  resources to pay
director fees to a qualified independent expert who would be willing to serve on
our  board  and who  would be  willing  to act as an audit  committee  financial
expert.  As our  business  expands  and as we  appoint  others  to our  board of
directors, we will seek a qualified independent expert to become a member of our
board of directors.

Related Party Transactions

None.

<PAGE>

Legal Proceedings

Neither the Company nor ECNJ is a party to any material legal proceedings nor is
either of them aware of any circumstance  that may reasonably lead a third party
to initiate legal proceedings against it.

Market for Common Equity and Related Stockholder  Matters.  The Company's common
stock is  traded  in the over the  counter  market on the  Bulletin  Board.  The
closing bid for our common  stock for each of the quarters  beginning  March 31,
2004 and  continuing  through June 30, 2006 is set forth below.  The  quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

Quarter Ended                                                     Closing Price
--------------                                                    -------------
March 31, 2004                                                        $    1.60
June 30, 2004                                                               .75
September 30, 2004                                                          .525
December 31, 2004                                                          1.40
March 31, 2005                                                              .525
June 30, 2005                                                         no volume
September 30, 2005                                                          .60
December 30, 2005                                                           .55
March 31, 2006                                                             3.80
June 30, 2006                                                              1.08

As of September 8, 2006 there are 154  stockholders  of record of the  Company's
common stock.

Recent Sales of Unregistered Securities

On  September 8, 2006 the Company  issued  20,000,000  post reverse  stock split
shares  of its  common  stock to  Richard  Schaefer  for all of the  issued  and
outstanding  shares of common stock of ECNJ. All of the Company's  shares issued
to Mr. Schaefer are restricted.

Description of Securities

The following  description  of the capital stock of the Company is a summary and
is qualified in its entirety by the provisions of its Articles of  Incorporation
and bylaws, as amended,  all of which have been filed previously as exhibits and
are incorporated herein by reference.

Common Stock

We are presently  authorized to issue  500,000,000  shares of common stock,  par
value $.0001 per share. We presently have 21,244,012  post-reverse  split shares
of common stock outstanding.

The  holders  of  our  common  stock  are  entitled  to  equal   dividends   and
distributions  per share with respect to the common stock,  when and if declared
by our Board of Directors, from funds legally available. No holder of any shares
of common stock has a preemptive  right to subscribe for any of our  securities,
nor is any common shares subject to redemption or convertible  into other of our
securities.  Upon our liquidation,  dissolution or winding up, and after payment
to  creditors  and  preferred  stockholders,  if any, our assets will be divided
pro-rata  on a  share-for-share  basis among the holders of the shares of common
stock. All shares of common stock now outstanding are fully paid, validly issued
and  non-assessable.  Each share of common  stock is  entitled  to one vote with
respect  to the  election  of  any  director  or any  other  matter  upon  which
shareholders  are required or permitted to vote.  Holders of our common stock do
not have cumulative voting rights.  The holders of more than 50% of the combined
shares  voting for the election of directors  may elect all of the  directors if
they choose to do so, and, in that event,  the holders of the  remaining  shares
will not be able to elect any members to the Board of  Directors.  As  presently
constituted,  Mr.  Richard  Schaefer,  the owner of 95% of all of the issued and
outstanding  common  stock,  has  the  ability  to  elect  all of the  Company's
directors.

<PAGE>

Dividend Policy

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
near future.

Share Purchase Warrants

We have not issued and do not have  outstanding  any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have  outstanding any securities  convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

Indemnification of Directors and Officers

We have  adopted  provisions  in our Articles of  Incorporation  which limit the
liability of our officers and  directors and  provisions  in our by-laws,  which
provide for  indemnification  by us of our  officers  and  directors to the full
extent  permitted  by Delaware  corporate  law.  Our  Articles of  Incorporation
generally  provide that our directors shall have no personal  liability to us or
our  stockholders for monetary damages for breaches of their fiduciary duties as
directors, except for breaches of their duties of loyalty, acts or omissions not
in good faith, or which involve  intentional  misconduct or knowing violation of
law, acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions,  or any  transaction  from  which a director  derives  an  improper
personal benefit. These provisions substantially limit the shareholders' ability
to hold directors liable for breaches of fiduciary duty.

Financial Statements. See Exhibits to this Form 8-K.

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

None.

<PAGE>

Financial  Statements  and Exhibits.  The  following  financial  statements  are
attached  to this Form 8-K filing as  exhibits  and are  incorporated  herein by
reference as the response to this Item:
(i)   Audited  financial  statements  of ECNJ for the years ended March 31, 2006
      and 2005;
(ii)  Audited  financial  statements  of the Company for the three  months ended
      March 31, 2006;
(iii) Condensed  pro forma  balance sheet and statement of income of the Company
      for the year ended March 31, 2006.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

See Item 2.01.

Section 5-Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

(a) (1) (2) and (3) On  September 8, 2006 ECash,  Inc.,  a Delaware  corporation
formerly known as Avery Sports Turf, Inc. (hereinafter the "Company"),  acquired
all of  the  issued  and  outstanding  shares  of E  Cash,  Inc.,  a New  Jersey
corporation  ("ECNJ"),  in exchange for (the "Share Exchange") 20,000,000 shares
(the "Company Exchange Shares") of common stock, par value $.001 of the Company.
The  transaction  was consummated in accordance with the terms of share exchange
agreement,  dated as of March  27,  2006,  by and among  the  Company,  ECNJ and
Richard  Schaefer,  the  sole  shareholder  and  owner of  record  of all of the
outstanding capital stock of ECNJ (the "Exchange Agreement"). As a result of the
Share  Exchange,  Richard  Schaefer owns  beneficially  and of record 95% of the
issued and  outstanding  common  stock of the  Company.  ECNJ is a  wholly-owned
operating subsidiary of the Company.

All of the Company Exchange Shares were issued at the closing in accordance with
an exemption from the registration requirements of the Securities Act of 1933 as
amended  (the  "Securities  Act").  The  Company  Exchange  Shares  may  not  be
transferred,  sold or otherwise disposed of unless registered in accordance with
the  Securities  Act or  transferred  in accordance  with an exemption  from the
Securities Act. Mr. Schaefer has not been granted any  registration  rights with
respect to the Company Exchange Shares.

Prior to the Exchange Agreement,  the Company's common stock traded on the OTCBB
under the symbol AVST. As a condition to the consummation of the Share Exchange,
the  Company  changed  its name from Avery  Sports  Turf,  Inc.  to ECash,  Inc.
effective  May 8, 2006,  whereupon  the Company  commenced  trading on the OTCBB
under the new symbol  ECAS.  As a further  condition  to  closing,  the  Company
effectuated  a 1 for 400  reverse  stock  split of its  common  stock  which was
approved by its  stockholders on May 22, 2006 which reduced the total issued and
outstanding shares of common stock of the Company from 497,604,800 to 1,244,012.
The Company's trading symbol then again changed to ECSI on the OTCBB.

(4) The common stock amount of the consideration used was the exchange of all of
the shares of ECNJ for  20,000,000  post reverse split shares of common stock of
ECash, Inc.

<PAGE>

(6) Mr.  Schaefer  assumed  control  from  Mr.  Gary M.  Borglund  ("Borglund"),
President and CEO and sole director of the Company.

(7) As a condition  precedent to the  consummation  of the Share  Exchange,  the
Exchange  Agreement  provided  that Mr.  Borglund  would resign his positions as
director and officer of the Company,  after electing Mr.  Schaefer as a director
and appointing him President and CEO, Chief  Financial  Officer and Secretary of
the Company.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

(a) On September 8, 2006, Mr. Gary Borglund, the current director, President and
CEO of the  Company  resigned.  (b)  (1)  Immediately  prior  to Mr.  Borglund's
resignation, on September 8, 2006 the Company appointed (i) Mr. Richard Schaefer
as the new  President  and CEO,  Chief  Financial  Officer,  and Secretary and a
director of the company. Upon Mr. Borglund's  resignation,  Mr. Schaefer elected
Mr. Richard R. Brannon and Mr. Robert  Waligunda as additional  directors of the
Company.

None of the current  directors and officers of the Company have had any interest
in any transaction or proposed  transaction with the Company during the last two
years.

Section 5.06 Change in Shell Company Status.

The  information set forth in response to Items 2.01, 5.01 and 5.02 of this Form
8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)
      Item 9.01 Financial Statements and Exhibits.

      Financial  statements of E Cash, Inc., a New Jersey  corporation,  E Cash,
      Inc.,  a  Delaware  corporation  and  condensed   consolidated  pro  forma
      financial  information  on E Cash,  Inc.  following  the  acquisition  are
      provided as follows:

      (a) Financial  Statements of E Cash, Inc., a New Jersey  corporation as of
      March 31, 2005 and 2006:

<PAGE>

            Independent Auditor's Report

            Balance Sheets -March 31, 2006 and 2005

            Statements of Income for the years ended March 31, 2006 and 2005

      Statement of Cash Flows for the years ended March 31, 2006 and 2005

      Statements of Stockholders' Equity -March 2006

      Notes to Financial Statements

      (b) Financial  Statements of E Cash, Inc., a Delaware  corporation for the
      three months ended March 31, 2006
      Report of Independent Registered Accounting Firm
      Balance Sheet- March 31, 2006
      Statements of Operations foe three months ended March 31, 2006
      Statement of Stockholder's Equity
      Statements of Cash Flows
      Notes to Financial Statements
      (c) Pro Forma Financial Statements (Unaudited) Condensed Pro Forma Balance
      Sheet- March 31, 2006 Condensed Pro Forma Statement of Income for the year
      ended March 31, 2006

      The  unaudited pro forma  financial  statements  presented  herein are for
      illustrative  purposes  only.  The pro forma  adjustments  are based  upon
      available information and certain assumptions that management believes are
      reasonable,  and  should  be  read  in  conjunction  with  the  historical
      financial statements of E Cash, Inc., a New Jersey corporation and E Cash,
      Inc.,  a  Delaware   corporation.   The  un-audited  condensed  pro  forma
      information is not necessarily indicative of the future financial position
      or operating results of the combined company.


(b) Pro Forma Financial Information:

(c)Shell company transactions.

(d) Exhibits.

Exhibit Nos.

                             SIGNATURE PAGES FOLLOW

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: September 14, 2006      ECASH, INC.

                                          By: /s/ Richard Schaefer
                                             ------------------------------
                                          Richard Schaefer, President, CEO
                                          and Chief Financial Officer
{"company-data": {"conformed-name": "ECASH, INC", "cik": "0001083638", "assigned-sic": "1700", "irs-number": "522171803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29447", "film-number": "061091481"}, "business-address": {"street1": "2535 PILOT KNOB ROAD", "street2": "SUITE 118", "city": "MENDOTA HEIGHTS", "state": "MN", "zip": "55120", "phone": "6514521606"}, "mail-address": {"street1": "2535 PILOT KNOB ROAD", "street2": "SUITE 118", "city": "MENDOTA HEIGHTS", "state": "MN", "zip": "55120"}, "former-company": [{"former-conformed-name": "AVERY SPORTS TURF INC", "date-changed": "20020819"}, {"former-conformed-name": "IN SPORTS INTERNATIONAL INC", "date-changed": "20000105"}]}
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 8, 2006

                                   ----------

                                   ECASH, Inc.
              (Exact name of registrant as specified in its charter)

                                   ----------

        Delaware                 000-29447             52-2171803
(State of incorporation)     (Commission File       (I.R.S. Employer
                                  Number)          Identification No.)

                28 Baiting Place Road, Farmingdale, New York 11735
           (Address of principal executive office, including zip code)

                                 (631) 777-2772
                     (Telephone number, including area code)

        2535 Pilot Knob Road, Suite 118, Mendota Heights, Minnesota 55120
          (Former name or former address, if changed since last report)

                                   ----------

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:

|_|   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))
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Section 2-Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

(a)-(d) On September 8, 2006 ECash, Inc., a Delaware  corporation formerly known
as Avery Sports Turf,  Inc.  (hereinafter  the  "Company"),  acquired all of the
issued  and  outstanding  shares  of E  Cash,  Inc.,  a New  Jersey  corporation
("ECNJ"), in exchange for (the "Share Exchange")  20,000,000  post-reverse stock
split shares (the "Company  Exchange  Shares") of common stock, par value $.001,
of the Company.  The transaction was consummated in accordance with the terms of
a share  exchange  agreement,  dated as of March  27,  2006,  by and  among  the
Company, ECNJ and Richard Schaefer ("Schaefer"),  the sole shareholder and owner
of  record  of all of the  outstanding  capital  stock  of ECNJ  (the  "Exchange
Agreement"). At the closing, Richard Schaefer paid consulting fees in the amount
of $400,000 to Ziam, Incorporated, a Texas corporation. As a result of the Share
Exchange,  (i) Schaefer  owns  beneficially  and of record 95% of the issued and
outstanding  common stock of the  Company,  (ii) all of the  liabilities  of the
Company existing  immediately prior to the Closing have been satisfied and (iii)
ECNJ is a wholly-owned operating subsidiary of the Company.

All of the Company Exchange Shares were issued at the closing in accordance with
an  exemption  from the  registration  requirements  under  Section  4(2) of the
Securities Act of 1933 as amended (the  "Securities  Act"). The Company Exchange
Shares may not be transferred,  sold or otherwise  disposed of unless registered
in accordance  with the  Securities  Act or  transferred  in accordance  with an
exemption  from the  Securities  Act.  Mr.  Schaefer  has not been  granted  any
registration rights with respect to the Company Exchange Shares.

Prior to the Exchange Agreement,  the Company's common stock traded on the OTCBB
under the symbol AVST. As a condition to the consummation of the Share Exchange,
the  Company  changed  its name from Avery  Sports  Turf,  Inc.  to ECash,  Inc.
effective  May 8, 2006,  whereupon  the Company  commenced  trading on the OTCBB
under the new symbol  ECAS.  As a further  condition  to  closing,  the  Company
effectuated  a 1 for 400  reverse  stock  split of its  common  stock  which was
approved by its  stockholders on May 22, 2006 which reduced the total issued and
outstanding shares of common stock of the Company from 497,604,800 to 1,244,012,
before  issuance of the  Company  Exchange  Shares to  Schaefer.  The  Company's
trading symbol then again changed to ECSI on the OTCBB.
FORWARD LOOKING STATEMENTS

The following  description of our business,  and the discussion of our financial
condition  and results of  operations,  should be read in  conjunction  with the
consolidated  financial  statements  and  related  notes  thereto.  The words or
phrases  "would be," "will  allow,"  "expect  to",  "intends  to," "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project,"  or similar  expressions  are  intended to identify  "forward-looking
statements".  Such statements  include those  concerning our expected  financial
performance,  our corporate strategy and operational plans. Actual results could
differ  materially from those projected in the  forward-looking  statements as a
result of a number of risks and  uncertainties,  including:  (i) our  ability to
obtain  additional  financing in a timely  manner and on terms  favorable to us,
(ii) our ability to completely  develop our business model, (iii) the amount and
timing of operating costs and capital expenditures  relating to the expansion of
our business,  (iv) the implementation of ATM placement and marketing  programs,
(v) our competition,  (vi) potential  regulatory  developments and (vii) general
economic  conditions  specific to our  industry.  Unless  otherwise  required by
applicable  law,  we  do  not  undertake,   and  we  specifically  disclaim  any
obligation,  to update any  forward-looking  statements to reflect  occurrences,
developments,  unanticipated  events  or  circumstances  after  the date of such
statement.

Description of Business.
OUR COMPANY

The description that follows is of the business of our operating subsidiary ECNJ
which has the same name as the Company.  Where necessary to distinguish  between
the parent and the operating  subsidiary,  in the following  description we will
refer to the parent as "the Company" and the operating  subsidiary as "ECNJ". We
may also use the term the Company and pronouns such as "we", "our" and "us" when
making general statements about our business and operations.  It is important to
note that only ECNJ currently conducts business operations.

INTRODUCTION

Our corporate name is ECash,  Inc. We were  incorporated on March 10, 1994 under
the laws of the State of Delaware  under the name of Beta  Acquisition  Corp. In
August 2002 the Company  changed its name to Avery Sports Turf,  Inc. and was in
the  business  of  manufacturing  and  distributing  artificial  grass  surfaces
(sometimes known as "artificial turf") for commercial, athletic, residential and
child care applications.
On March 27, 2006 we entered  into a share  exchange  agreement  (the  "Exchange
Agreement") with E Cash, Inc., a New Jersey corporation  ("ECNJ"),  and its sole
shareholder  Richard Schaefer  ("Schaefer")  pursuant to which the Company would
acquire  100% of the  issued  and  outstanding  shares of ECNJ in  exchange  for
20,000,000  post-reverse split newly issued shares of common stock (the "Company
Exchange  Shares") of the Company.  Upon the consummation of the Share Exchange,
Mr.  Schaefer  would own 95% of the issued and  outstanding  common stock of the
Company,  and ECNJ  would  become  a wholly  owned  subsidiary  of the  Company.
Simultaneously  with the closing of the Share Exchange,  Mr. Schaefer and/or his
nominees  would  assume all  management  positions of the Company and the former
officers and directors of the Company would submit their resignations  effective
on the closing date. The transaction is intended to be a reverse acquisition for
accounting  purposes  and a  reorganization  pursuant  to section  368(b) of the
Internal  Revenue Code of 1986, as amended,  for income tax purposes.  A copy of
the Exchange  Agreement was filed with the Company's Form 8-K filing on April 7,
2006 and is incorporated herein by reference.

As conditions to the closing of the  transactions  contemplated  by the Exchange
Agreement,  (i) the Company  changed its name from Avery  Sports  Turf,  Inc. to
ECash, Inc. effective May 8, 2006, (ii) the Company's trading symbol was changed
from AVST to ECAS on the OTCBB  effective  May 10,  2006,  and (iii) the Company
effectuated  a 1 for  400  reverse  stock  split  for  all  of  its  issued  and
outstanding  shares of common  stock on May 22,  2006.  After the reverse  stock
split, the Company's trading symbol was changed from ECAS to ECSI.

ECNJ

Our wholly owned subsidiary,  ECNJ, was incorporated under the laws of the State
of New Jersey on April 29,  1999 and is engaged  in the  business  of owning and
operating free standing Automated Teller Machines ("ATMs") in non-banking retail
locations in the State of New Jersey.  The Company intends to continue  business
operations  of ECNJ and will look for  opportunities  to expand its ATM  network
into new markets.

History of the ATM Industry

The first ATMs in the United  States  were  installed  in the early 1970s and by
1980  approximately  18,500 ATMs were in use throughout  the nation.  These ATMs
initially were located at branches of financial  institutions such as commercial
and savings banks.  According to ATM's  Independent News, as of June 2006, there
were  estimated to be  approximately  1,543,000 ATMs world wide, the majority of
which were located at banks or other financial institution  locations.  We are a
non-bank  ATM  company,  that  is,  a  company  that is not a  federal  or state
chartered bank, savings and loan, credit union or other financial institution.

Early in the development of the ATM industry,  regional and national  electronic
authorization  data  networks,  or Electronic  Funds  Transfer  (EFT)  networks,
connected ATMs to financial  institutions  that were members of a particular EFT
network.  Regional EFT networks in different parts of the United States were not
electronically connected to each other. For example,  customers of a bank in New
York could not travel to Los Angeles and access their cash at an ATM because the
networks serving New York and Los Angeles were not connected.  During the 1990s,
many  regional  EFT  networks  merged  or  entered  into  reciprocal  processing
agreements  with other  networks,  which  helped to increase  ATM usage and spur
consumer demand for ATM services.
Although ATMs were originally  located only at financial  institution  branches,
they  soon  began to  appear  in a variety  of  off-premise  locations,  such as
convenience  stores,  supermarkets,  drug  stores,  shopping  malls,  hotels and
airports. Deployment of off-premise ATMs, however, was impeded by the prevailing
strategy among financial  institutions not to charge their cardholders surcharge
fees for the convenience of accessing their  financial  institution  accounts at
non-financial institution locations. Until 1996, most EFT networks did not allow
surcharge  fees for ATM  transactions  that were  routed  over  their  networks.
However, beginning in 1996, the two largest EFT networks, Cirrus and Plus, began
to allow surcharge fees and other networks  followed.  Surcharging  revenue made
the  deployment of  off-premise  ATMs  economically  feasible and attractive for
non-financial institutions. Following this shift, the number of off-premise ATMs
in the United States grew at a rapid pace.

A Typical ATM Transaction

A typical ATM  transaction  involves  the  withdrawal  of cash from an ATM.  The
cardholder presents an ATM card, issued by his or her financial institution. The
cardholder swipes the ATM card in the ATM machine.  The cardholder then enters a
personal  identification  number, known as a PIN number, to verify identity. The
cardholder's  account  is checked  for  adequate  funds,  and if  everything  is
satisfactory,  cash is dispensed.  All of these communications are routed across
one or  more  EFT  networks  that  electronically  connect  ATMs  and  financial
institutions and allow transactions to appear seamless and instantaneous.

When  a  cardholder  withdraws  cash  from  an ATM  that  is  not  owned  by the
cardholder's  financial  institution,  there are two charges applied.  The first
charge is the surcharge fee paid by the cardholder for using the ATM. The second
charge is an  interchange  fee that the EFT  network  charges  the  cardholder's
financial  institution for routing a transaction  over its network.  This fee is
divided  between the EFT network  routing the  transaction and the ATM operator.
Often, the cardholder's  financial institution also charges the cardholder a fee
called a foreign fee for using an ATM not owned by that  financial  institution.
This charge helps the financial  institution  defray the cost of the interchange
fee it pays.

BUSINESS OF THE COMPANY

Our primary  activity is owning and operating  stand-alone  cash dispensing ATMs
through our subsidiary ECNJ, a non-financial institution. We have placed our ATM
machines in various retail locations including supermarkets, convenience stores,
restaurants,  colleges and other locations not generally serviced by traditional
financial institutions.  The Company's ATMs can be accessed by the use of either
credit or debit cards issued by a wide range of financial institutions.
We  currently  own and  operate  18 ATMs  that are  located  in  various  retail
locations  within the State of New Jersey.  All cash dispensed from our ATM's is
provided  directly  from ECNJ,  and we  replenish  our  machines  on a weekly or
bi-weekly  basis.  The ATM's are  electronically  connected  to major  financial
institutions  via an Electronic  Funds  Transfer  Network ("EFT  Network").  Our
revenues  consist of  interchange  and surcharge  fees that are assessed to each
customer on a  transaction-by-transaction  basis.  A  surcharge  fee is a charge
assessed  to the  customer  for  use of the  ATM by the  owner  of the  ATM.  An
interchange fee is the fee an ATM owner receives from the cardholder's  bank for
processing a transaction  on behalf of its  customer.  Since we do not issue our
own ATM cards, we receive a surcharge and  interchange fee for each  transaction
effected on our ATM machines; however, we do not receive any foreign fees.

In the  future  our ATMs will be  located  in a broad  base of  retail  outlets,
including but not limited to,  supermarkets,  convenience  stores, gas stations,
restaurants,  colleges, hotels and convention centers. Our strategy is to obtain
a large share of the ATM market.  We will  accomplish this by developing a sales
force,  acquiring  locations  for our ATM machines  and by  acquiring  other ATM
companies. There can be no assurance that our expansion efforts will result in a
greater  share of the ATM market;  however,  if we are able to raise  additional
capital, we will undertake the following:

      a.  Implement a more active sales  marketing  effort to build  revenues by
obtaining new locations for our ATM machines.

      b. Pursue new business by hiring  experienced sales  representatives  that
have previously worked in the field of ATM placement.

      c. Acquire  technologies  to further  expand our ATM business and increase
customer convenience, including expanding our capabilities to allow consumers to
purchase other goods and services such as stamps, theater tickets, prepaid phone
cards and bill payment capabilities.

      d. Increase  marketing  efforts by giving greater  incentives for business
and property owners to house our ATM machines.

      e. Explore  opportunities  to acquire  non-bank  ATM  providers to further
expand our business.

The ATM Business

Banks are the largest  owners and  operators of ATMs in the country  today.  The
majority of bank operated ATM machines are located at branch locations. We are a
non-bank ATM provider that owns and operates ATM machines.  Typically, these ATM
machines are located in retail and convenience  stores,  gas stations,  stadiums
and other  locations not owned and operated by a traditional  bank. The non-bank
ATM provider pays the owner or operator of the location a fee per transaction in
exchange for permitting the provider to install its machine on the premises.
ATMs that are  operated by non-bank  providers  derive  their  revenues  through
surcharge fees and interchange  fees. These fees are charged to the ATM user who
withdraws  cash from the ATM.  The  average  surcharge  fee per  transaction  is
approximately $1.50 per transaction.  In addition to the surcharge fee, non-bank
providers generate  additional  revenues through  interchange fees.  Interchange
fees are paid to the non-bank provider by the cardholder's bank for processing a
transaction. The average interchange fee per transaction is approximately $0.35.
ATMs can generate  additional  revenues by providing  ancillary  products to the
consumer,  such as prepaid  phone cards,  bill pay  services  and postage  stamp
purchases.

Our ATM Operations

Our  business  plan  calls  for  the  installation  of ATMs  in  retail  outlets
including,  but not limited to, supermarkets,  convenience stores, gas stations,
restaurants,  colleges,  hotels and convention  centers. We will develop our own
ATM sales force  through  which we will  generate  new  business.  Our ATMs will
dispense  cash only.  We will supply all cash to our machines  through a line of
credit  from  a  lending  institution  or  from  our  funds.  Our  machines  are
replenished  on a weekly or bi-weekly  basis,  depending  upon the  frequency of
disbursement of cash to our users.

Our revenues will be generated from surcharge fees and interchange fees. We will
charge an average of $1.50 surcharge fee per transaction.  In addition,  we will
receive an interchange fee of $0.35 per transaction from the  cardholder's  bank
for  processing a transaction  on behalf of its customer.  Since we do not issue
ATM cards, each transaction completed by our ATM machines results in a surcharge
fee to us from the cardholder's bank account as well as an interchange fee.

Our business plan calls for us to be a leader at making ATM machines  accessible
to our  customers  with maximum  convenience  from highly  secure  machines.  We
believe  that  consumers  desire  the  ability  to access  their bank and credit
accounts  from  wherever  is  convenient.  We hope to attract new  locations  by
offering  retailers  a reliable,  high  quality  product  that  increases  their
consumers  shopping  power,  increases  foot  traffic  and gives them an edge in
obtaining  retail sales.  Our success will be dependent upon careful analysis of
potential ATM deployment sites. Furthermore, in order to accomplish our business
plan, we will seek to obtain multiple  revenue streams by adding the value-added
ATM related services and products that consumers  desire,  such as prepaid phone
cards, postage stamps and bill paying services.
Competition

Competition in the ATM and related services  business is significant.  Banks are
the largest owners and operators of ATMs in the country. Bank ATMs are mainly at
bank  branch  locations,  and do not offer the  level of  convenience  consumers
demand.   Non-bank  ATM  providers  also  constitute  a  significant  source  of
competition.   Our  non-bank  ATM  competition   includes  companies  like  TRM,
Cardtronics and Global Cash.

Another significant source of competition is owners of retail stores.  Retailers
can purchase or lease ATMs from ATM  manufacturers or ATM sales companies.  This
arrangement,  however,  requires  a  significant  financial  commitment  by  the
retailer,  including  fixed  monthly fees for  maintenance,  network  processing
access and cash replenishment.

Employees

We do not  currently  have any  employees.  Our business is operated by our sole
officer,  Richard  Schaefer.  Mr. Schaefer does not receive any compensation for
his  services at this time.  In the future,  as we expand our business and if we
raise additional  capital,  then we will hire employees to operate our business.
At such time, we would also likely appoint additional officers of our company.

Intellectual Property

We do not have any patents, trademarks or copyrights or any applications for any
of the foregoing.  We do utilize  certain  technologies  in our business that we
believe are proprietary and are purchased by us from the manufacturer of our ATM
machines.

Regulation

Our  business  is not  subject to any  governmental  regulation.  Changes in the
regulatory  environment  relating to the ownership and operation of ATM machines
could impose additional regulations and obligations upon us, the effect of which
may be  materially  adverse  to our  interests.  We  have  no  knowledge  of any
legislation  relating to our  business  that is  currently  pending,  but cannot
predict the likelihood that any legislation will be proposed and passed,  or the
financial affect, if any, resulting regulation may have on us.

RISK FACTORS

FINANCIAL RISKS

Our  business  is  difficult  to  evaluate  because  it has a limited  operating
history.
ECNJ has a limited  operating  history,  and  stockholders  of the Company  must
consider  the risks  and  difficulties  frequently  encountered  by early  stage
companies in new and rapidly evolving  markets,  particularly  those involved in
the business of owning and operating ATMs. We expect our operating  expenses and
capital  expenditures  to increase  significantly  as a result of our efforts to
expand our current business.

We anticipate that we will lose money in the foreseeable future. Accordingly, we
may not be able to achieve profitable operations.

We expect to  encounter  difficulties  as an early stage  company in the rapidly
evolving  business of owning and operating ATMs. We expect to incur  significant
operating and capital  expenditures and, as a result, we expect  significant net
losses in the future. We will need to generate  significant revenues to maintain
profitability, and may not be able to achieve profitable operations.

We will need to raise additional capital by issuing equity securities, and, as a
consequence,  the  ownership  interests of the  Company's  stockholders  will be
diluted.  We will need  substantial  additional  funds in order to implement our
business initiatives.

The amounts and timing of our expenditures  will depend primarily on our ability
to  raise  additional  capital.  We may  seek  to  satisfy  our  future  funding
requirements  through new offerings of securities,  with  collaborative or other
strategic  alliances  or  arrangements  with  corporate  partners  or from other
sources, including loans from our controlling stockholder.  Additional financing
may not be  available  when  needed  or on terms  acceptable  to us.  We have no
current  commitment for additional  financing.  Unavailability  of financing may
require us to delay,  scale back or eliminate  some or all of our  marketing and
development  programs.  To the  extent we raise  additional  capital  by issuing
equity securities, your ownership interest will be diluted.

We do not plan to pay any dividends;  instead we will invest our earnings in the
expansion of our business.

We do not currently pay cash dividends on our common stock and do not anticipate
paying  dividends at any time in the near future.  At present,  we will follow a
policy of retaining all of our earnings,  if any, to finance the development and
expansion of our business. See "Dividend Policy".

CONCENTRATED CONTROL RISKS

We rely very  heavily on  Richard  Schaefer,  our Chief  Executive  Officer  and
President.  The loss of Mr.  Schaefer's  services would have a material  adverse
effect on our business, financial condition and prospects.
Our success is highly dependent upon the personal efforts and ability of Richard
Schaefer,  our President,  Chief Executive  Officer and Chairman of the Board of
Directors.  We do not currently have an employment  agreement with Mr. Schaefer.
The loss or  inability  of Mr.  Schaefer  to  perform  his  duties  would have a
serious, material adverse effect on us. We have no key man insurance on the life
of Mr.  Schaefer.  We anticipate  hiring new  employees in  connection  with the
development of our business.  Our future success will depend in significant part
on our  ability  to hire and retain key  technical  sales and senior  management
personnel.  Competition  for such  personnel  is  intense  and  there  can be no
assurance that we will be successful in attracting and retaining such personnel.

Our CEO,  President and Chairman controls our Company.  Accordingly,  he has the
right to unilaterally dictate our policies.

Our CEO,  President  and  Chairman is Richard  Schaefer who also owns 95% of our
outstanding  shares.  Accordingly,  he is in a  position  to  elect  all  of our
directors and to dictate our policies.

BUSINESS RISKS

The level of transactions on our ATM machines is subject to substantial seasonal
variation which may cause our quarterly results to fluctuate materially.

Our experience is that the level of  transactions on our ATM machines is subject
to seasonal  variation.  Transaction levels have consistently been higher in the
last quarter of the year due to increased use of ATMs during the holiday season.
The level of transactions  drops in the first quarter of the year,  during which
transaction  levels are generally the lowest we experience during the year. As a
result  of these  seasonal  variations,  our  quarterly  operating  results  may
fluctuate materially.

The stability and growth of our ATM business  depends on maintaining our current
card acceptance agreements with sponsorship banks.

These agreements have expiration  dates and sponsorship  banks are generally not
obligated to renew them.  In some cases,  banks may  terminate  their  contracts
prior to the expiration of their terms.  ECNJ cannot ensure that it will be able
to  continue  to sign or  maintain  these  agreements  on terms  and  conditions
acceptable to it or that processing networks will continue to permit ECNJ's ATMs
to accept  their credit and debit  cards.  The  inability to continue to sign or
maintain these  agreements,  or to continue to accept the credit and debit cards
of banks at our ATMs in the future,  could have a material adverse effect on our
business, growth, financial condition or results of operations.
Developments in electronic financial transactions,  such as the increased use of
debit cards by customers and  pass-through of ATM  transaction  fees by banks to
customers could materially reduce ATM transaction levels and its revenues.

Certain  developments  in the field of  electronic  financial  transactions  may
reduce the amount of cash that individuals need on a daily basis,  including the
promotion by international card organizations and banks of the use of bank debit
cards  for  smaller  cash  transactions.   These  developments  may  reduce  the
transaction  levels that ECNJ would  experience on its ATMs in the markets where
they occur.  Banks also could elect to pass through to their customers all, or a
large part of, the fees they charge for  transactions  on their ATMs. This would
increase the cost of using a bank's ATM machines to the bank's customers,  which
may cause a decline in the use of ATM  machines by its  cardholders  and,  thus,
have an adverse effect on revenues. ECNJ has no control over the ATM transaction
fees  established  in the  market  place.  Transaction  levels and growth in our
revenues  will depend  primarily on our ability to install ATMs at new sites and
developing  new markets  which,  in turn,  will require  capital  investment and
resources.

ECNJ has no control over the ATM interchange transaction fees established in the
markets where it operates.  The  interchange  fees are established by processing
networks.

ECNJ derives a portion of its revenues from  "interchange  fees" that are set by
processing networks,  Visa, MasterCard,  Star, NYCE and others. ECNJ is not in a
position to influence  these fees,  which may increase or decrease  over time. A
significant decrease in the interchange fee could adversely affect our revenue.

A lack of  business  opportunities  or  financial  resources  may impede  ECNJ's
ability to expand at desired levels,  and its failure to expand operations could
have an adverse impact on its financial condition.

The expansion and development of our ATM business will depend on various factors
including the following:

      -     The demand for our ATM services in our current target markets.

      -     The  ability to locate  appropriate  ATM sites and obtain  necessary
            approvals for the installation of ATMs.

      -     The ability to install ATMs in an efficient and timely manner.

      -     The   ability   to   purchase   sufficient   numbers  of  ATMs  from
            manufacturers on a timely basis, and

      -     The  availability  of  financing  for the  expansion of our business
            through  purchase  of  new  ATMs  and  hiring  of  additional  sales
            personnel.
ECNJ's operating results depend in part on the volume of transactions on ATMs in
its network and the fees it can collect from processing these transactions.

Transaction  fees and  interchange  fees  from  card  holders  for  transactions
processed on our ATMs account for all our revenues. The future operating results
of our ATM business depend on the following factors:

      -     The increased issuance of credit and debit cards.

      -     The  increased  acceptance  of our ATM  processing  services  in our
            target markets.

      -     The increase of the level of transaction fees we receive.

      -     The installation of larger numbers of ATMs, and

      -     The continued use of our ATMs by credit and debit cardholders.

We will  improve the levels of  transactions  on our ATM  machines by  acquiring
high-quality  sites for our  ATMs,  eliminating  poor  locations,  entering  new
less-developed  markets  and  adding  new  services  in  additions  to the  cash
dispensing  transactions that are available on our ATMs.  However, we may not be
successful in materially increasing transaction levels through these measures.

We may not be able to establish  relationships with business and property owners
for the placement of our ATM's at their  locations.  Our failure to do so or our
loss of current  relationships  with  business and  property  owners will have a
material adverse affect on our future revenues and prospects.

Our revenue will be derived  primarily  from surcharge fees paid by users of our
ATM machines and, to a lesser extent,  from  interchange  fees.  Therefore,  our
future  success will  dependent on our ability to increase the number of our ATM
machines at profitable locations. There can be no assurances that our efforts to
locate,  acquire  and  maintain  profitable  locations  for  our  ATM's  will be
successful.  We could fail to obtain  permission  to install our ATM machines or
could experience  substantial delays in obtaining additional ATM machines, or we
could fail to maintain our relationships  with business and property owners that
are critical for us to locate our ATM's in high  traffic and  profitable  areas.
There can be no assurance  that we will obtain  permission  to install  ATM's at
additional  locations on a timely basis from business and property owners,  that
these locations will prove  profitable or that we will be able to maintain these
locations once they are secured.
We may not be able to compete  successfully  with the leading ATM  providers who
are more established and better capitalized.

We experience significant  competition from banks, non-bank ATM providers,  such
as  Cardtronics,  TRM and Global  Cash,  and  retail  stores  that have  leasing
arrangements  with  non-bank  ATM  providers.   Many  of  our  competitors  have
materially  greater  financial  resources than us and can more readily implement
ever changing  technological  developments to meet the level of convenience that
consumers  demand.  No  assurance  can be given  that we will be able to compete
successfully with our more established and better-capitalized competitors.

All of our revenue will be derived from customer surcharges and interchange fees
generated from our ATM machines. This lack of diversity will adversely affect us
if there are any  downturns  in this  industry  or if our ATM  machines  fail to
attract consumers.

Our  business  will  be  concentrated  in the  ownership  and  operation  of ATM
machines.  To date, we have been unable to  successfully  diversify our business
into other  revenue  generating  areas.  This lack of diversity  will  adversely
affect us if there are any  downturns  in this  industry or if our ATM  machines
fail to attract consumers.

INTELLECTUAL PROPERTY RISKS

We do not have any intellectual property.

We do not hold licenses or United States  patents  relating to our ATM machines.
All of the  technologies  used in our ATM machines will be provided to us by the
manufacturer of our machines.

REGULATORY RISKS

Legislation may be enacted that affects our business,  and such  legislation may
negatively affect our operations.

In the United  States,  ATM's are not  currently  subject  to federal  and state
direct regulation.  However,  changes in the regulatory  environment relating to
the ownership and operation of ATM machines could impose additional  regulations
and obligations upon our customers and us, the effect of which may be materially
adverse to our business. We have no knowledge of any legislation relating to our
business that is currently  pending,  but cannot predict the likelihood that any
legislation  will be proposed and passed,  or the financial effect any resulting
regulation may have on us.
RISKS ASSOCIATED WITH CHARTER AND BYLAW PROVISIONS

Our charter and bylaws limit the  liability of our  officers and  directors  and
provide our officers and directors with full indemnification.  This means it may
be very  difficult  to sue our  officers  and  directors  even when they  breach
fiduciary duties.

We have  adopted  provisions  in our Articles of  Incorporation  which limit the
liability of our officers and  directors  and  provisions  in our by-laws,  that
require us to indemnify our officers and directors to the full extent  permitted
by Delaware corporate law. Our Articles of Incorporation  generally provide that
our directors  shall have no personal  liability to us or our  stockholders  for
monetary damages for breaches of their fiduciary duties as directors, except for
breaches of their  duties of loyalty,  acts or omissions  not in good faith,  or
which involve intentional misconduct or knowing violation of law, acts involving
unlawful payment of dividends or unlawful stock purchases or redemptions, or any
transaction from which a director derives an improper  personal  benefit.  These
provisions  substantially  limit the  shareholders'  ability  to hold  directors
liable for breaches of fiduciary duty.

We have the ability to issue a significant amount of additional common stock. If
we do issue a significant  amount of stock,  your ownership  interests  would be
diluted.

We are  authorized to issue up to  500,000,000  shares of common  stock.  To the
extent of this  authorization,  our Board of  Directors  will have the  ability,
without seeking shareholder approval, to issue additional shares of common stock
in the future for any  consideration  that the Board of  Directors  may consider
sufficient.  The issuance of  additional  common stock in the future will reduce
the  proportionate  ownership  and voting power of the common  stock owned.  See
"Description of Securities".

MARKET RISKS

The SEC's  penny  stock  rules  apply to us.  These rules may have the effect of
decreasing the liquidity of our stock and increasing  the  transaction  cost for
transactions in our stock.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with transactions in "penny stocks".  Penny stocks are generally securities with
a price of less than  $5.00 per  share  (other  than  securities  registered  on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities  is  provided  by  the  exchange  or  system).   Under  these  rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk  disclosure  document which  describes the risks  associated with
such stocks, the broker-dealer's duties, the customer's rights and remedies, and
certain market and other information. Then a suitability determination approving
the customer for low priced stock transactions based on the customer's financial
situation,  investment  experience and objectives  must be made.  Broker-dealers
must also  disclose  these  restrictions  in  writing  to the  customer,  obtain
specific written consent of the customers and provide monthly account statements
to the customer.  With all these restrictions,  the likely effect of designation
as a low priced stock will be to decrease the willingness of  broker-dealers  to
make a market for the  stock,  to  decrease  the  liquidity  of the stock and to
increase the  transaction  cost of sales and purchases of such stock compared to
other securities.
Managements'  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Liquidity and Capital Resources

Prior to the closing of the Share Exchange,  the Company had minimal operations,
income and  assets.  Therefore,  the  following  comparisons  are made only with
reference to the financial  statements  and  operations  of the Company's  newly
acquired subsidiary, ECNJ.

As of March 31,  2006,  the  Company's  fiscal year,  the  Company,  through its
operating  subsidiary,  ECNJ,  had $104,903 in total  assets,  compared to total
assets of ECNJ of $102,848 at March 31, 2005. As of March 31, 2006,  the current
assets of the Company are  comprised  of (i)  $89,374 in cash,  (ii)  $10,969 in
accounts  receivable  and (iii) ATMs with a cost of $103,512,  less  accumulated
depreciation of $98,952.

Results of Operations

The Company had revenues of $127,338 for the year ended March 31, 2006, compared
with $90,972 of revenues of ECNJ for the year ended March 31, 2005.  The Company
also had net income of $51,041  compared  to net income for ECNJ of $38,090  for
the year ended March 31,  2005.  We  attribute  the increase in revenues and net
income in fiscal year 2006 to an increase in ATM  transactions  at our  existing
machines and the  availability of additional vault cash to replenish our ATMs on
a more frequent  basis. We hope to further  increase  revenues and net income in
the  future  through  the  expansion  of our  ATM  placement  installations  and
increased  availability  of vault cash.  Our ability to accomplish our expansion
plans  is  dependent  upon  access  to  additional  capital.  We  are  exploring
opportunities to increase our capital by private or public offerings of debt and
equity   securities,   securing   loans  or  lines  of  credit  from   financial
institutions,  and other private  resources.  While we are assessing our various
options for increasing our capital resources,  there can be no assurance that we
will be able to  obtain  the  necessary  capital  to  expand  our ATM  placement
installations or that financing or other arrangements will be available to us on
favorable terms.
Operating expenses increased from $32,940 for ECNJ's fiscal year ended March 31,
2005  to  $41,850  for  the  year  ended  March  31,  2006.   This  increase  is
substantially  attributable  to the costs  incurred in connection  with the more
frequent replenishment of our ATM machines due to the availability of additional
vault cash to the Company.  Administrative  expenses  decreased by approximately
$1,100 for the same time period.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The  preparation of our  consolidated  financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires us to make  estimates  and judgments  that affect our reported  assets,
liabilities, revenues, and expenses, and the disclosure of contingent assets and
liabilities. We base our estimates and judgments on historical experience and on
various other  assumptions we believe to be reasonable under the  circumstances.
Future events,  however,  may differ markedly from our current  expectations and
assumptions.  While  there  are a  number  of  significant  accounting  policies
affecting  our  consolidated  financial  statements,  we believe  the  following
critical accounting policies involve the most complex,  difficult and subjective
estimates and judgments:

Use of Estimates:
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make estimates and assumptions that affect the amounts reported in the financial
statements and related notes. Actual results could differ from those estimates.

Risk and Uncertainties:
Factors  that could  affect the  Company's  future  operating  results and cause
future results to vary materially from expectations include, but are not limited
to, lower than anticipated ATM transactions,  and inability to control expenses,
technology changes in the industry,  our relationships with processing  agencies
and  networks,  our  relationships  with our  retail  locations,  changes in our
relationship with parties providing operating services to the Company, increased
competition and general uncertain economic conditions.  Negative developments in
these or other risk factors could have material  adverse affect on the Company's
future financial position, results of operations and cash flow.

Cash and cash equivalents:
The Company  considers all  highly-liquid  investments  with a maturity of three
months  or  less  when  purchased  to be  cash  equivalents.  There  are no cash
equivalents  at March 31,  2006 and there were no cash  equivalents  for ECNJ at
March 31, 2005.
Equipment and depreciation:
Equipment  is stated at cost and is  depreciated  using  the  declining  balance
method over the estimated useful lives of the respective  assets.  The estimated
useful life of equipment (ATMs) is five years. Routine maintenance,  repairs and
replacement  costs are  expensed as incurred  and  improvements  that extend the
useful life of these assets are capitalized. When equipment is sold or otherwise
disposed of, the cost and related  accumulated  depreciation are eliminated from
the accounts and any resulting gain or loss is recognized in operations.

Revenue recognition:
The Company derives its revenue from transaction fees incurred by ATM usage. Our
transaction  fees are calculated by multiplying the total number of transactions
per location by the agreed upon transaction fee rate.  Accordingly,  the Company
recognizes its revenues at the time of the ATM transaction.  The Company records
transaction  fees  from ATM  usage on a gross  basis  with  commissions  paid to
retailers accounted as an operating expense.

Fair values of financial instruments:
The Company uses financial instruments in the normal course of its business. The
carrying values of cash  equivalents,  accounts  receivable,  accounts  payable,
accrued expenses and other current liabilities  approximate their fair value due
to the short-term maturities of these assets and liabilities.

Income taxes:
The Company accounts for income taxes using the liability method.  The liability
method  requires  the Company to determine  deferred tax assets and  liabilities
based on the  differences  between  the  financial  and tax bases of assets  and
liabilities  using enacted tax rates in effect for the year in which differences
are  expected  to  reverse.  Deferred  tax assets are  adjusted  by a  valuation
allowance, if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

Valuation methods used to determine  deferred tax assets in the liability method
include  estimates  which are made in the best judgment of management  and their
advisors  and  which  may  be  subject  to  challenge  by  taxing   authorities.
Significant   estimates   used  in   accounting   for  income  taxes  relate  to
determination of taxable income and the  determination of temporary  differences
between book and tax bases.  Temporary  differences  are a result of the Company
preparing its corporate tax returns on the cash basis method of accounting.
Recent Accounting Pronouncements

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
No. 153 (SFAS 153),  "Exchanges  of  Non-monetary  Assets."  SFAS 153 amends the
guidance  in APB No. 29,  "Accounting  for  Non-monetary  Assets" APB No. 29 was
based on the principle that exchanges of non-monetary  assets should be measured
on the fair  value  of the  assets  exchanged.  SFAS 153  amends  APB No.  29 to
eliminate the exception for non-monetary  exchanges of similar productive assets
and replaces it with general exception for exchanges of non-monetary assets that
do not have  commercial  substance  if the  future  cash flows of the entity are
expected  to  change  significantly  as a result  of the  exchange.  SFAS 151 is
effective for financial  statements issued for fiscal years beginning after June
15, 2005. The adoption of SFAS 153 is not expected to have a material  effect on
the Company's financial position or results of operations.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections  ("SFAS No.  154") which  replaces  APB Opinion No. 20,  "Accounting
Changes" and SFAS No. 3,  "Reporting  Accounting  Changes" in Interim  Financial
Statements-An  Amendment of ABP Opinion No. 28 SFAS No. 154 provides guidance on
the  accounting for and reporting of accounting  changes and error  corrections.
Specifically,  this statement requires "retrospective application" of the direct
effect  for a  voluntary  change  in  accounting  principle  to  prior  periods'
financial  statements,  if it is practical to do so. SFAS No. 154 also  strictly
defines the term  "restatement"  to mean the correction of errors made in fiscal
years  beginning  after  December  15,  2005 and  required  to be adopted by the
Company in the first  quarter of fiscal year 2006.  Although we will continue to
evaluate the application of SFAS No. 154,  management does not currently believe
adoption  will have a material  impact on our results of  operations,  financial
position or cash flow.

Description of Property

Our  corporate  offices are located at 28 Baiting Place Road,  Farmingdale,  New
York, 11735, where we occupy a portion of office space and a warehouse building.
The office space is provided to us without cost by Mr. Schaefer, our controlling
stockholder, Chairman of the Board, President and CEO.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of the
Company's  common  stock as of September 8, 2006 (i) by each person who is known
by it to beneficially own more than 5% of its common stock;  (ii) by each of its
officers and  directors;  and (iii) by all of its  officers  and  directors as a
group:

Name and Address of                     Amount and Nature          Percentage of
Beneficial Owner                        of Beneficial Owner         Class Owned

Richard Schaefer                         20,000,000 shares             95.00%
28 Baiting Place Road,
Farmingdale, New York 11735

Richard R. Brannon                       -0-                           --
969G Edgewater Blvd. #263
Foster City, CA  94404
Robert Waligunda                         -0-                           --
206 Amberleigh Drive
Pennington, NJ 08534

All Directors and
Officers as a group (the
persons named above)                     20,000,000 shares             95.00%

Beneficial  Ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities. Each of the beneficial owners listed above has
direct  ownership of and sole voting power and investment  power with respect to
the shares of our common stock.

Directors, Executive Officers, Promoters and Control Persons

Each board member became a director on September 8, 2006.

Richard  Schaefer--President  and CEO, Chief  Financial  Officer,  Secretary and
Chairman of the Board of Directors

For the past five years,  Mr.  Schaefer has been  President  of ATM  Management,
Inc., a company engaged in the sales and servicing of ATMs and all other aspects
of  the  ATM  industry.  Mr.  Schaefer  is  highly  experienced  in  sales,  and
accomplished  in  distribution,  maintenance,  placement  and  promotion  of ATM
machines.  He has served as a consultant to owner-operated  ATMs, and has opened
sales offices throughout the country. He has designed  advertising and marketing
ads for ATMs that are currently a prototype for the industry.  Mr.  Schaefer has
more than thirty years  experience  in the  ownership  and operation of multiple
convenience stores in the New York metropolitan area.

Richard R. Brannon--Director

For the past five years Mr. Brannon has been a licensed  California  Real Estate
Broker and mortgage banker.  He has 34 years of real estate and mortgage banking
experience.  He has his own real estate  company as well as a mortgage  company.
Mr.  Brannon is also a  consultant  for the  banking  and ATM  business  and has
trained  hundreds of licensees in both real estate and mortgage  banking.  He is
currently  a  consultant  and trainer for  various  real estate  companies.  Mr.
Brannon was a founding member of  the Independent  Mortgage Brokers  Association
of California.

Robert Waligunda--Director

Mr. Robert Waligunda is President and Director of Flight  Operations for Balloon
Expeditions.  He is the  originator  and  producer of many of the major  balloon
races  in this  country, and  Sports  Illustrated described  him as "The dean of
American  Balloonists".  Mr.  Waligunda  has been  involved  in every  aspect of
ballooning;  from training  fliers to recruiting  celebrities  to the sport,  to
managing marketing programs and organizing  national balloon races. He is also a
certified  fixed  wing  pilot.  In his 38 years of  experience  he  founded  Sky
Promotions,  one of the nation's largest marketing and management companies with
a client list of over fifty national accounts that include  PaineWebber,  People
Magazine,  Canada Dry, Electrolux,  Benihana of Tokyo, and the House of Seagram.
Some of his accomplishments  include being selected as the "official" consultant
to the United  States Air and Space  Bicentennial  in  Washington,  D.C.;  being
featured in numerous national television commercials and movies, including Woody
Allen's "Stardust Memories";  and named "The Most Renowned Aerostatic Aviator in
America" by Sports Illustrated. He received special mention in the Congressional
Record for his starring role in "The Great American Balloon Adventure", an Alcoa
hour  television  documentary  tracing  his  continental  crossing of the United
States - via Hot Air Balloon - from San  Francisco to New York. A model of Bob's
well-traveled  balloon was displayed in the  Smithsonian Air and Space Museum in
Washington,  D.C. Mr.  Waligunda  co-authored  The Great American  Balloon Book,
published by Prentice  Hall.  He has been  featured in  magazines  such as Life,
Fortune and Popular Science. Mr. Waligunda has a Master of Science degree (1968)
and a Bachelor of Science degree from Springfield College (1967).
Executive  Compensation  None of our management  including the President and CEO
have any employment  agreement with ECNJ or the Company. We do not currently pay
our  directors  any fees or other  compensation  for acting as  directors of our
Company;  however,  they will be reimbursed  for expenses  incurred in attending
meetings of the board.

Audit Committee and Audit Committee  Financial  Expert. We do not currently have
an audit committee  financial  expert,  nor do we have an audit  committee.  Our
entire board of directors  handles the functions that would otherwise be handled
by an audit  committee.  We do not currently  have the capital  resources to pay
director fees to a qualified independent expert who would be willing to serve on
our  board  and who  would be  willing  to act as an audit  committee  financial
expert.  As our  business  expands  and as we  appoint  others  to our  board of
directors, we will seek a qualified independent expert to become a member of our
board of directors.

Related Party Transactions

None.
Legal Proceedings

Neither the Company nor ECNJ is a party to any material legal proceedings nor is
either of them aware of any circumstance  that may reasonably lead a third party
to initiate legal proceedings against it.

Market for Common Equity and Related Stockholder  Matters.  The Company's common
stock is  traded  in the over the  counter  market on the  Bulletin  Board.  The
closing bid for our common  stock for each of the quarters  beginning  March 31,
2004 and  continuing  through June 30, 2006 is set forth below.  The  quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

Quarter Ended                                                     Closing Price
--------------                                                    -------------
March 31, 2004                                                        $    1.60
June 30, 2004                                                               .75
September 30, 2004                                                          .525
December 31, 2004                                                          1.40
March 31, 2005                                                              .525
June 30, 2005                                                         no volume
September 30, 2005                                                          .60
December 30, 2005                                                           .55
March 31, 2006                                                             3.80
June 30, 2006                                                              1.08

As of September 8, 2006 there are 154  stockholders  of record of the  Company's
common stock.

Recent Sales of Unregistered Securities

On  September 8, 2006 the Company  issued  20,000,000  post reverse  stock split
shares  of its  common  stock to  Richard  Schaefer  for all of the  issued  and
outstanding  shares of common stock of ECNJ. All of the Company's  shares issued
to Mr. Schaefer are restricted.

Description of Securities

The following  description  of the capital stock of the Company is a summary and
is qualified in its entirety by the provisions of its Articles of  Incorporation
and bylaws, as amended,  all of which have been filed previously as exhibits and
are incorporated herein by reference.

Common Stock

We are presently  authorized to issue  500,000,000  shares of common stock,  par
value $.0001 per share. We presently have 21,244,012  post-reverse  split shares
of common stock outstanding.

The  holders  of  our  common  stock  are  entitled  to  equal   dividends   and
distributions  per share with respect to the common stock,  when and if declared
by our Board of Directors, from funds legally available. No holder of any shares
of common stock has a preemptive  right to subscribe for any of our  securities,
nor is any common shares subject to redemption or convertible  into other of our
securities.  Upon our liquidation,  dissolution or winding up, and after payment
to  creditors  and  preferred  stockholders,  if any, our assets will be divided
pro-rata  on a  share-for-share  basis among the holders of the shares of common
stock. All shares of common stock now outstanding are fully paid, validly issued
and  non-assessable.  Each share of common  stock is  entitled  to one vote with
respect  to the  election  of  any  director  or any  other  matter  upon  which
shareholders  are required or permitted to vote.  Holders of our common stock do
not have cumulative voting rights.  The holders of more than 50% of the combined
shares  voting for the election of directors  may elect all of the  directors if
they choose to do so, and, in that event,  the holders of the  remaining  shares
will not be able to elect any members to the Board of  Directors.  As  presently
constituted,  Mr.  Richard  Schaefer,  the owner of 95% of all of the issued and
outstanding  common  stock,  has  the  ability  to  elect  all of the  Company's
directors.
Dividend Policy

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
near future.

Share Purchase Warrants

We have not issued and do not have  outstanding  any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have  outstanding any securities  convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

Indemnification of Directors and Officers

We have  adopted  provisions  in our Articles of  Incorporation  which limit the
liability of our officers and  directors and  provisions  in our by-laws,  which
provide for  indemnification  by us of our  officers  and  directors to the full
extent  permitted  by Delaware  corporate  law.  Our  Articles of  Incorporation
generally  provide that our directors shall have no personal  liability to us or
our  stockholders for monetary damages for breaches of their fiduciary duties as
directors, except for breaches of their duties of loyalty, acts or omissions not
in good faith, or which involve  intentional  misconduct or knowing violation of
law, acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions,  or any  transaction  from  which a director  derives  an  improper
personal benefit. These provisions substantially limit the shareholders' ability
to hold directors liable for breaches of fiduciary duty.

Financial Statements. See Exhibits to this Form 8-K.

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

None.
Financial  Statements  and Exhibits.  The  following  financial  statements  are
attached  to this Form 8-K filing as  exhibits  and are  incorporated  herein by
reference as the response to this Item:
(i)   Audited  financial  statements  of ECNJ for the years ended March 31, 2006
      and 2005;
(ii)  Audited  financial  statements  of the Company for the three  months ended
      March 31, 2006;
(iii) Condensed  pro forma  balance sheet and statement of income of the Company
      for the year ended March 31, 2006.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

See Item 2.01.

Section 5-Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

(a) (1) (2) and (3) On  September 8, 2006 ECash,  Inc.,  a Delaware  corporation
formerly known as Avery Sports Turf, Inc. (hereinafter the "Company"),  acquired
all of  the  issued  and  outstanding  shares  of E  Cash,  Inc.,  a New  Jersey
corporation  ("ECNJ"),  in exchange for (the "Share Exchange") 20,000,000 shares
(the "Company Exchange Shares") of common stock, par value $.001 of the Company.
The  transaction  was consummated in accordance with the terms of share exchange
agreement,  dated as of March  27,  2006,  by and among  the  Company,  ECNJ and
Richard  Schaefer,  the  sole  shareholder  and  owner of  record  of all of the
outstanding capital stock of ECNJ (the "Exchange Agreement"). As a result of the
Share  Exchange,  Richard  Schaefer owns  beneficially  and of record 95% of the
issued and  outstanding  common  stock of the  Company.  ECNJ is a  wholly-owned
operating subsidiary of the Company.

All of the Company Exchange Shares were issued at the closing in accordance with
an exemption from the registration requirements of the Securities Act of 1933 as
amended  (the  "Securities  Act").  The  Company  Exchange  Shares  may  not  be
transferred,  sold or otherwise disposed of unless registered in accordance with
the  Securities  Act or  transferred  in accordance  with an exemption  from the
Securities Act. Mr. Schaefer has not been granted any  registration  rights with
respect to the Company Exchange Shares.

Prior to the Exchange Agreement,  the Company's common stock traded on the OTCBB
under the symbol AVST. As a condition to the consummation of the Share Exchange,
the  Company  changed  its name from Avery  Sports  Turf,  Inc.  to ECash,  Inc.
effective  May 8, 2006,  whereupon  the Company  commenced  trading on the OTCBB
under the new symbol  ECAS.  As a further  condition  to  closing,  the  Company
effectuated  a 1 for 400  reverse  stock  split of its  common  stock  which was
approved by its  stockholders on May 22, 2006 which reduced the total issued and
outstanding shares of common stock of the Company from 497,604,800 to 1,244,012.
The Company's trading symbol then again changed to ECSI on the OTCBB.

(4) The common stock amount of the consideration used was the exchange of all of
the shares of ECNJ for  20,000,000  post reverse split shares of common stock of
ECash, Inc.
(6) Mr.  Schaefer  assumed  control  from  Mr.  Gary M.  Borglund  ("Borglund"),
President and CEO and sole director of the Company.

(7) As a condition  precedent to the  consummation  of the Share  Exchange,  the
Exchange  Agreement  provided  that Mr.  Borglund  would resign his positions as
director and officer of the Company,  after electing Mr.  Schaefer as a director
and appointing him President and CEO, Chief  Financial  Officer and Secretary of
the Company.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

(a) On September 8, 2006, Mr. Gary Borglund, the current director, President and
CEO of the  Company  resigned.  (b)  (1)  Immediately  prior  to Mr.  Borglund's
resignation, on September 8, 2006 the Company appointed (i) Mr. Richard Schaefer
as the new  President  and CEO,  Chief  Financial  Officer,  and Secretary and a
director of the company. Upon Mr. Borglund's  resignation,  Mr. Schaefer elected
Mr. Richard R. Brannon and Mr. Robert  Waligunda as additional  directors of the
Company.

None of the current  directors and officers of the Company have had any interest
in any transaction or proposed  transaction with the Company during the last two
years.

Section 5.06 Change in Shell Company Status.

The  information set forth in response to Items 2.01, 5.01 and 5.02 of this Form
8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)
      Item 9.01 Financial Statements and Exhibits.

      Financial  statements of E Cash, Inc., a New Jersey  corporation,  E Cash,
      Inc.,  a  Delaware  corporation  and  condensed   consolidated  pro  forma
      financial  information  on E Cash,  Inc.  following  the  acquisition  are
      provided as follows:

      (a) Financial  Statements of E Cash, Inc., a New Jersey  corporation as of
      March 31, 2005 and 2006:
Independent Auditor's Report

            Balance Sheets -March 31, 2006 and 2005

            Statements of Income for the years ended March 31, 2006 and 2005

      Statement of Cash Flows for the years ended March 31, 2006 and 2005

      Statements of Stockholders' Equity -March 2006

      Notes to Financial Statements

      (b) Financial  Statements of E Cash, Inc., a Delaware  corporation for the
      three months ended March 31, 2006
      Report of Independent Registered Accounting Firm
      Balance Sheet- March 31, 2006
      Statements of Operations foe three months ended March 31, 2006
      Statement of Stockholder's Equity
      Statements of Cash Flows
      Notes to Financial Statements
      (c) Pro Forma Financial Statements (Unaudited) Condensed Pro Forma Balance
      Sheet- March 31, 2006 Condensed Pro Forma Statement of Income for the year
      ended March 31, 2006

      The  unaudited pro forma  financial  statements  presented  herein are for
      illustrative  purposes  only.  The pro forma  adjustments  are based  upon
      available information and certain assumptions that management believes are
      reasonable,  and  should  be  read  in  conjunction  with  the  historical
      financial statements of E Cash, Inc., a New Jersey corporation and E Cash,
      Inc.,  a  Delaware   corporation.   The  un-audited  condensed  pro  forma
      information is not necessarily indicative of the future financial position
      or operating results of the combined company.

(b) Pro Forma Financial Information:

(c)Shell company transactions.

(d) Exhibits.

Exhibit Nos.

                             SIGNATURE PAGES FOLLOW
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: September 14, 2006      ECASH, INC.

                                          By: /s/ Richard Schaefer
                                             ------------------------------
                                          Richard Schaefer, President, CEO
                                          and Chief Financial Officer