<SUBMISSION>
<ACCESSION-NUMBER>0001365664-06-000014
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060821
<DATE-OF-FILING-DATE-CHANGE>20060821
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Buckmaster Edwin Lee
<CIK>0001365664
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>602-568-7020
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5632 E. LIBBEY
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85252
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CARDINAL COMMUNICATIONS, INC
<CIK>0001035398
<ASSIGNED-SIC>7370
<IRS-NUMBER>721346591
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-80133
<FILM-NUMBER>061045840
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>390 INTERLOCKEN CRESCENT,
<STREET2>SUITE 900
<CITY>BROOMFIELD,
<STATE>CO
<ZIP>80021
<PHONE>3032855379
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>390 INTERLOCKEN CRESCENT,
<STREET2>SUITE 900
<CITY>BROOMFIELD
<STATE>CO
<ZIP>80021
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>USURF AMERICA INC
<DATE-CHANGED>19990714
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>INTERNET MEDIA CORP
<DATE-CHANGED>19980729
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MEDIA ENTERTAINMENT INC
<DATE-CHANGED>19980729
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>form13d1.txt
<DESCRIPTION>13D FIRST AMENDMENT
<TEXT>
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D


                              (Amendment No. 1)

                          CARDINAL COMMUNICATIONS, INC.
                                (Name of Issuer)

                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)

                                   91732M105
                                   -----------
                                 (CUSIP NUMBER)

                              Debra A. Conroy, Esq.
                            Fairfield and Woods, P.C.
                              1700 Lincoln Street
                                   Suite 2400
                              Denver, Colorado 80203
                                 (303) 830-2400
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 February 22, 2006
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
| |.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.



<PAGE>

CUSIP No. 91732M105                  13D
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Edwin Lee Buckmaster
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |_|
                                                                         (b) |_|

--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS

      PF
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) OR 2(e)                                         |_|


--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States
--------------------------------------------------------------------------------
               7     SOLE VOTING POWER

                     88,294,836
               -----------------------------------------------------------------
  NUMBER OF    8     SHARED VOTING POWER
   SHARES
 BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            88,294,836
    WITH       -----------------------------------------------------------------
               10    SHARED DISPOSITIVE POWER

                     0
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      88,294,836
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|


--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      30.1%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON

      IN
--------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D


Item 1.

Common shares of Cardinal Communications, Inc., a Nevada corporation
390 Interlocken Crescent, Suite 900
Broomfield, CO  80021


Item 2.

(a) Edwin Lee Buckmaster
(b) 5632 E. Libbey, Scottsdale, AZ  85252
(c) Retired
(d) None
(e) None
(f) United States

Item 3.

Purchases were made with cash on hand.


Item 4.

Mr. Buckmaster acquired the common shares
for investment purposes.  Mr. Buckmaster may,
from time to time, make additional purchases of
securities of Cardinal either in the open market or
in private transactions, or may take other actions
depending on his evaluation of Cardinal's business,
prospects and financial condition.  Depending on such
factors, Mr. Buckmaster may also decide to hold or
dispose of all or part of his investment.
Mr. Buckmaster may also decide to participate
in debt financing by Cardinal. Except as provided herein,
Mr. Buckmaster has no present plan or proposal that
relates to or would result in any of the events,
actions or conditions specified in paragraphs
(a) through (j) of Item 4, Schedule 13D.

Item 5.

(a) Mr. Buckmaster may be deemed to be the beneficial
owner of 88,294,836 shares of Cardinal's common stock,
which represents 30.09% based on 292,186,611 shares of
common stock outstanding as of August, 2005 as
represented in Cardinal's Quarterly Report Form 10-Q,
filed on August 18, 2005 and added thereto for purposes
of calculating such percentage the shares of common
stock held by Mr. Buckmaster on an as converted basis.
Mr. Buckmaster's ownership of 88,294,336 common
shares is based on ownership of 87,075,670
common shares, a warrant which is convertible into
266,666 shares of common stock and 9,522
shares of Series B convertible preferred stock
(each share is convertible into 100 shares of
common stock). The exercisability of the warrant
and the Series B convertible preferred stock are
described in Item 6.

(b) 88,294,836
(c) On the dates set forth below, Mr. Buckmaster
purchased the following shares of common stock
on the open market through Wedbush Morgan Securities:

	3/17/2006  1,200,000 shares at 0.0214 per share
	3/20/2006  380,000 shares at 0.0219 per share
	3/21/2006  590,000 shares at 0.0209 per share


(d) N/A
(e) N/A

Item 6.

Warrant: Pursuant to that certain Warrant to
Purchase Common Stock, by and between
Mr. Buckmaster, as buyer, and Cardinal, as
seller,dated as of October 28, 2004, the "Warrant"),
Cardinal sold to Mr. Buckmaster warrants to purchase
up to 266,666 shares of common stock of Cardinal at
a convertible price of $0.10 per share with an
expiration date of October 28, 2006. The Warrant
may be exercised in whole or in part
at any time prior to the expiration date.
A form of the Warrant is attached as Exhibit A.

Series B Convertible Preferred Stock:  Each share
of Series B Convertible Preferred Stock
("Series B") is convertible, at the option of
the holder, into fully paid and non-assessable
shares of common stock at any time in the
holder's discretion. In the event that 60% or greater
of all of Cardinal's Series B issued as of a
particular date are proposed to be converted to,
or have been converted to, common stock, then all
of the remaining issued and outstanding Series
B shall be automatically converted into common stock.


Item 7.

The Warrant is attached as Exhibit A.
The Company has previously filed the Certificate of Designations
pertaining to the Series B with the SEC.




After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement
is true, complete and correct.

Date

Signature

Name/Title

August 15, 2006                      /s/ EDWIN LEE BUCKMASTER






</TEXT>
</DOCUMENT>
</SUBMISSION>
