U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2005  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from  Commission File No. 000-31367  BYTEWATCH TECHNOLOGIES, INC. (Exact name of small business issuer as specified in its charter)  New Jersey
22-3720631(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)  9175 Mainwaring Rd., Sidney, BC V8L 1J9 (Address of Principal Executive Offices)  (250) 656-4490 (Issuers telephone number)  (Former name, address and fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.    Yes [ X] No o  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THEPRECEDING FIVE YEARS:  Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.    YesxNo o  State the number of shares outstanding of each of the issuers classes of common equity, as of May 16, 2005: 5,000,000 shares of common stock.      PART I-- FINANCIAL INFORMATION



Item 1.
Financial Statements

Item 2.
Managements Discussion and Analysis of Financial Condition

Item 3.
Control and Procedures

PART II-- OTHER INFORMATION



Item 1.
Legal Proceedings

Item 2.
Changes in Securities

Item 3.
Defaults Upon Senior Securities

Item 4.
Submission of Matters to a Vote of Security Holders

Item 5.
Other Information

Item 6.
Exhibits and Reports on Form 8-K

SIGNATURE



Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results from inception (April 6, 2000) and three months ended March 31, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis.











Bytewatch Technologies, Inc.



FINANCIAL STATEMENTS









FOR THE PERIODS ENDING MARCH 31, 2005

AND FROM INCEPTION TO MARCH 31, 2005



























FINANCIAL STATEMENTS

For the periods ending March 31, 2005 and 2004 and from inception through March 31, 2005BYTEWATCH TECHNOLOGIES, INC.

Table of Contents

PAGEBALANCE SHEET
F-1STATEMENT OF OPERATIONS
F-2STATEMENT OF STOCKHOLDERS EQUITY
F-3STATEMENT OF CASH FLOWS
F-4FOOTNOTES TO THE FINANCIAL STATEMENTS
F-5









BYTEWATCH TECHNOLOGIES, INC.

BALANCE SHEET

As of March 31, 2005 and December 31, 2004





ASSETS





CURRENT ASSETS
March 31,

2005
December 31,

2004

Cash
$
0
$
0TOTAL ASSETS
$
0
$
0LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccrued expenses
$
3,650
$
3,300TOTAL LIABILITIES

3,650

3,300STOCKHOLDERS EQUITYCommon Stock - par value $0.0001;100,000,000 shares authorized;5,000,000 issued and outstanding

500

500Additional paid in capital

443

443Preferred Stock - Par value $0.0001;20,000,000 shares authorized;none issued and outstanding

0

0Accumulated Deficit

(4,593)

(4,243)Total stockholders equity

(3,650)

(3,300)TOTAL LIABILITIES AND EQUITY
$
0
$
0





The accompanying notes are an integral part of these financial statements.



F-1





BYTEWATCH TECHNOLOGIES, INC.

STATEMENT OF OPERATIONS

For the three months ended March 31, 2005 and 2004, and

from inception (April 6, 2000) through March 31, 2005





Three Months
Three Months
From InceptionMar. 31, 2005
Mar. 31, 2004
To Mar. 31, 2005REVENUESales
$
0
$
0
$
0Cost of sales

0

0

0GROSS PROFIT

0

0

0GENERAL AND ADMINISTRATIVE EXPENSES

350

250

4,593NET LOSS

(350)

(250)

(4,593)ACCUMULATED DEFICIT, BEGINNING BALANCE

(4,243)

(2,993)

0ACCUMULATED DEFICIT, ENDING BALANCE
$
(4,593)
$
(3,243)
$
(4,593)NET EARNINGS PER SHAREBasic Earnings Per ShareNet loss per share

(Less than .01)

(Less than .01)Weighted AverageNumber of Common Shares Outstanding

5,000,000

5,000,000



The accompanying notes are an integral part of these financial statements.

F-2





BYTEWATCH TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS EQUITY

From inception (April 6, 2000)through March 31, 2005



SHARES
COMMON STOCK

AND APIC
ACCUMULATED DEFICIT
TOTALStock issued for cash
5,250,000
$
625


$
625Net loss



$
(797)

(797)Total at December 31, 2000
5,000,000

625

(797)

(172)Contributed capital by shareholders


200



200Net loss




(943)

(943)Total at December 31, 2001
5,000,000

825

(1,740)

(915)Contributed capital by shareholders


118



118Net loss




(628)

(628)Total at December 31, 2002
5,000,000

943

(2,368)

(1,425)Net loss




(625)

(625)Total at December 31, 2003
5,000,000

943

(2,993)

(2,050)Net loss




(1,250)

(1,250)Total at December 31, 2004
5,000,000

943

(4,243)

(3,300)Net loss




(350)

(350)Total at March 31, 2005
5,000,000
$
943
$
(4,593)
$
(3,650)

The accompanying notes are an integral part of these financial statements.

F-3





BYTEWATCH TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

For the three months ended March 31, 2005 and 2004

from inception (April 6, 2000) through March 31, 2005





CASH FLOWS FROM OPERATING ACTIVITIES
Mar. 31, 2005
Mar. 31, 2004
From InceptionNet income (loss)
$
(350)
$
(250)
$
(4,593)Increases (Decrease) in

accrued expenses

350

250

3,650NET CASH PROVIDED OR (USED) IN OPERATIONS

0

0

(943)CASH FLOWS FROM INVESTING ACTIVITIESNone

0

0

0CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock

0

0

625Proceeds from capital contributions

0

0

3180

0

943CASH RECONCILIATIONNet increase (decrease) in cash

0

0

0Beginning cash balance

0

0

0CASH BALANCE, ENDING

0

0

0





The accompanying notes are an integral part of these financial statements.



F-4















BYTEWATCH TECHNOLOGIES, INC.



FOOTNOTES TO THE FINANCIAL STATEMENTS





1.Summary of significant accounting policies:



Industry- Bytewatch Technologies, Inc. (The Company), was formerly known as Segway VIII Corp. The Company was incorporated in the state of New Jersey on April 6, 2000 and plans to locate and negotiate with a business entity for the combination of the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that The Company will be successful in locating or negotiating with any target company.



The Company has been formed to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.



Results of Operations and Ongoing Entity-The Company is considered to be an ongoing entity. The Companys shareholders fund any shortfalls in The Companys cash flow on a day to day basis during the time period that The Company is in the development stage.



Liquidity and Capital Resources-In addition to the stockholder funding capital shortfalls; The Company anticipates interested investors that intend to fund the Companys growth once a business is located.



Cash and Cash Equivalents- The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.



Basis of Accounting- The Companys financial statements are prepared in accordance with generally accepted accounting principles.



Income Taxes- The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, The Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.



F-5







BYTEWATCH TECHNOLOGIES, INC.



FOOTNOTES TO THE FINANCIAL STATEMENTS





Fair Value of Financial Instruments- The Companys financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.



Concentrations of Credit Risk- Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Companys policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.



2.Related Party Transactions and Going Concern:



The Companys financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.



The Companys shareholders fund The Companys activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.



3.Accounts Receivable and Customer Deposits:



Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.



4.Use of Estimates:



Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.



5.Revenue and Cost Recognition:



The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.



F-6





BYTEWATCH TECHNOLOGIES, INC.



FOOTNOTES TO THE FINANCIAL STATEMENTS



6.Accrued Expenses:



Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.



7.Operating Lease Agreements:



The Company has no agreements at this time.



8.Stockholders Equity:



Common Stock includes 100,000,000 shares authorized at a par value of $0.0001, of which 5,000,000 have been issued for the amount of $625. The shareholders contributed an additional $200 to capital during the year 2001 and $118 during the year 2002. The Company has also authorized 20,000,000 shares of preferred stock at a par value of $0.0001, none of which have been issued.



9.Required Cash Flow Disclosure for Interest and Taxes Paid:



The company has paid no amounts for federal income taxes and interest.



10.Earnings Per Share:



Basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Shares. Diluted EPS reflects the potential dilution of securities that could share in the earnings.



11.Income Taxes:



The Company has a net operating loss of $4,593 that will expire during the years 2020 through 2025. These net operating loss carry-forwards have been completely reserved through an allowance account so that no deferred tax assets results in the balance sheet.



F-7









Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations



Plan of Operation



The Registrant is continuing its efforts to locate a merger Candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the registrant would obtain any such equity funding.



Results of Operation



The Company did not have any operating income from inception (April 6, 2004) through March 31, 2005. For the quarter ended March 31, 2005, the registrant recognized a net loss of $350. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.



Liquidity and Capital Resources



At March 31, 2005 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.



Item 3. Controls and Procedures



(a)
Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.



(b)
Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.







PART II - OTHER INFORMATION





Item 1. Legal Proceedings



None



Item 2. Changes in Securities.



None



Item 3. Defaults Upon Senior Securities.



None



Item 4. Submission of Matters to a Vote of Security Holders.



None



Item 5. Other Information.



None



Item 6. Exhibits and Reports of Form 8-K.



(a) Exhibits



33.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

33.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K



No reports on Form 8-K were filed during the quarter ended March 31, 2005.







SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





BYTEWATCH TECHNOLOGIES INC.





Date: May 16, 2005
/s/ Richard PlotnikoffRichard PlotnikoffPresident, Secretary and Director