UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION




Washington,
      D.C. 20549




FORM
      10-KSB




(Mark
      One)




[
      X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934




For
      the
      fiscal year ended September 30, 2007




OR




[    
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934




Commission
      File Number: 000-21956




WATCHIT
      TECHNOLOGIES, INC.




FORMERLY
      EVANS SYSTEMS, INC


(Exact
      name of registrant as specified in its charter)






Nevada
            
            26-0591055(State
                or other
                jurisdiction of
                incorporation or organization)
            
            (I.R.S.
                EmployerIdentification
                number)




1
      Town
      Square Blvd,, Suite 347, Asheville, North Carolina 28803


(Address,
      including Zip Code, of registrant's principal executive offices)




(Registrant's
      telephone number, including area code):  (828) 681-8085









Securities
      registered pursuant to Section 12(b) of the Act:







Indicate
      by check mark whether the Registrant has filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and has been subject to such filing requirements for
      the
      past 90 days. Yes [ X ] No [__]




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of the Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ X ]




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes [__] No [ X ]




Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes [__] No [ X ]




Approximate
      aggregate market value of common stock held by non-affiliates of the registrant
      as of September 30, 2006, $4,798,011.




Number
      of
      shares of common stock outstanding as of December 17,
      2007  120,657,392.




1


CAUTIONARY
      STATEMENT ABOUT
      FORWARD-LOOKING STATEMENTS




This
      Annual Report on Form 10-KSB
      contains certain forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended and Section 21E of the Securities
      Exchange Act of 1934, as amended, which are intended to be covered by the safe
      harbors created thereby. Investors are cautioned that all forward-looking
      statements involve risks and uncertainty, including without limitation, the
      ability of the Company to successfully implement its turnaround strategy, labor,
      and employee benefits, as well as general market conditions, competition and
      pricing. Although the Company believes that the assumptions underlying the
      forward-looking statements contained herein are reasonable, any of the
      assumptions could be inaccurate, and therefore, there can be no assurance that
      the forward-looking statements included in this Annual Report will prove to
      be
      accurate. In light of the significant uncertainties inherent in the
      forward-looking statements included herein, the inclusion of such information
      should not be regarded as representation by the Company or any other person
      that
      the objectives and plans of the Company will be achieved. In assessing
      forward-looking statements included herein, readers are urged to carefully
      read
      those statements. When used in the Annual Report on Form 10-KSB.Words
      such
      as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “will” and similar expressions identify
      forward-looking statements.  Examples of forward-looking statements
      include statements about the following:


- Our
          future operating
          results,
- Our
          future capital
          expenditures,
- Our
          expansion and
          growth of operations, and
- Our
          future
          investments in and acquisitions of oil and natural gas
          properties.

We
      have based these forward-looking
      statements on assumptions and analyses made in light of our experience and
      our
      perception of historical trends, current conditions, and expected future
      developments.  However, you should be aware that these forward-looking
      statements are only our predictions and we cannot guarantee any such
      outcomes.  Future events and actual results may differ materially from
      the results set forth in or implied in the forward-looking
      statements.  Factors that might cause such a difference
      include:


- General
          economic and business
          conditions,
- Exposure
          to market risks in our
          financial instruments,
- Ability
          to secure subscription
          agreementsfor digital
          signage
- Ability
          to launch Billboard Music
          Academy
- Ability
          to locate WIN quizzing
          platform in hospitality establishments with in the United
          Kingdom
- Technological
          changes and developments
          inWeb based delivery
          systems,
- Regulatory
          uncertainties and potential
          environmental liabilities,
- Additional
          matters discussed under
          “Risk Factors.”



















2


Item
      1: Description of Business





Background





WatchIt
      Technologies, Inc., a Nevada corporation, was originally incorporated in the
      State of Texas under the name Evans Systems, Inc., on October 22, 1968. The
      Company re-domiciled to Nevada in August 2007 and changed its name to WatchIt
      Technologies, Inc. The Company is a “reporting company” under the Securities
      Exchange Act of 1934, as amended, and trades on the Pink Sheets under the
      symbol: WTCT.





WatchIt
      Technologies is a technology incubator with its core competencies being
      management support, leadership expertise and marketing implementation. The
      Company uses these competencies and digital signage technologies to help support
      and strengthen companies in the out of home media, digital signage, and
      entertainment industries.




WatchIt
      Technologies has developed a three-tiered approach to generating revenue over
      the next several years through the Child Watch Network (CWN), WatchIt Network
      (WIN), and BMA Partners, LLC, d/b/a “The Billboard Music Academy” (BMA) a
      Florida limited liability company.




Child
      Watch
      Network




CWN
      was
      developed in conjunction with Child Watch of North America to market a point
      of
      sale digital signage network. The network features time-sensitive information
      for missing children and child safety information interspersed with retail
      ads.




WatchIt
      Technologies and Child Watch of North America have worked together to create
      Child Watch Network (CWN) as a division of the Company. Child Watch of North
      America was formed in 1993 as a private, nonprofit 501(c)(3) organization to
      provide free services nationwide for families of missing children. Child Watch
      has been directly responsible for the recovery of over 180 children since its
      inception and has been featured on many national news programs CBS’ 48 Hours,
      which featured a one-hour segment dedicated to the successful recovery of a
      5-year-old, ABC’s Primetime Live, Geraldo Rivera, and Sally Jesse
      Raphael.





Child
      Watch is committed to assisting families in the prevention of abduction as
      well
      as the search, investigative, and rescue components of child recovery at no
      charge. Its Abduction Response Team works with law enforcement to coordinate
      volunteer efforts, poster distribution, and physical ground
      searches.  Child Watch has partnered with Shell Oil Products U.S. to
      aid in the recovery of children by utilizing thousands of Shell stations across
      the country in order to display missing child posters.




CWN
      is a
      digital signage advertising network that:


- can
          generate significant revenue from the sale of rotating
          advertisements.

- can
          revolutionize missing child recovery by delivering timely, targeted, important
          child safety information to a broad audience .

CWN
      will
      place digital screens in retail stores across the country such as retailers,
      gas
      stations, and convenience stores. A significant participation rate by retailers
      will be enhanced by:


- placing
          screens at no cost to participating stores.

- the
          generation of positive public relations for participating stores because
          of
          CWN’s association with Child Watch of North America and the system’s ability
          to deliver critical information key to the recovery of missing
          children.

3


CWN
      has
      engaged Adcentricity, a premier digital signage advertising sales organization,
      to solicit and sell advertising.  Adcentricity will attract
      advertisers to CWN by promoting its four significant value
      propositions:




1)
              CWN’s
                  broad network of digital signage
                  placements.




2)
              The
                  ability of digital signs to provide highly effective point-of-purchase
                  advertising.




3)
              CWN’s
                  ability to control ad placement on a local, statewide, and national
                  level.




4)
              The
                  generation of positive public relations for participating advertisers
                  because of CWN’s association with Child Watch of North America and the
                  system’s ability to deliver critical information key to the recovery of
                  missing children.




Licensing
      Agreement. WatchIt Technologies entered into a Licensing Agreement with Child
      Watch of North America in May of 2007.  The Agreement states that
      WatchIt Technologies, through CWN, will jointly market the Child Watch program
      nationally with the use of digital signage and other various promotions to
      help
      in locating missing and exploited children. CWN, in exchange for the right
      to
      use the Child Watch name, is obligated to pay a royalty of fifteen (15%) percent
      of net sales from advertising revenue to Child Watch.




Billboard
      Music Academy





Billboard
      Music
      Academy.




BMA
      Partners, LLC, d/b/a Billboard Music Academy, was incorporated in June of 2006
      and is a subsidiary of WatchIt Technologies BMA has a licensing agreement with
      Billboard Magazine to create a Billboard-branded site similar to "MySpace"
      for
      the music industry. This site will be a sophisticated music education platform
      and an innovative Internet-based virtual recording studio that will allow
      musicians to interact and record with each other from anywhere in the world.
      .
      It will provide:


- an
          innovative music education program
- a
          music-focused social networking website
- a
          unique virtual recording studio
- online
          shopping opportunities for music-related products and
          services

BMA
      will
      produce significant revenue by sales of:


- targeted
          advertising delivered to highly sought-after demographic segments: tweens,
          teens and young adults.
- subscription-based
          music education programs designed to capture a significant portion of the
          $5.4
          billion music education market.
- subscription-based
          usage of BMA’s unique virtual recording studio.
- allow
          members to buy and sell music via a digital download service similar to
          iTunes.com.
- event
          tickets via affiliate channels.
- a
          retail product line including Billboard-branded products.

Music
      Education Program. BMA will provide an innovative, low-cost, subscription-based,
      music education center for a variety of instruments in several genres of music
      as well as vocal and dance education via the internet.  The Academy
      also offers a series of live educational and entertainment camps and
      workshops.





Social
      Networking Website. BMA will create an online “music community” featuring new
      methods for performers and music enthusiasts across the world to connect and
      interact. Registered users will be able to create personal web pages and network
      with each other in a community solely dedicated to music.





Virtual
      Recording Studio. BMA’s virtual recording studio will offer members the
      opportunity to create a virtual band using musicians and singers from anywhere
      in the world.  Unique and exciting features also allow musicians to
      play along with their favorite artists as if they were a member of the
      band.





BMA
      Products. The website will entice users to shop for music-related merchandise
      ranging from DVDs and music downloads to musical instruments and event
      tickets.





Billboard,
      a unit of Nielsen Media, is the world's premier weekly music publication and
      a
      diverse digital, events and brand, content and data licensing platform. The
      company is headquartered in New York with bureaus in Boston, London, Los
      Angeles, Miami, Nashville and Washington, D.C., and has editorial correspondents
      in major cities around the globe. It is the flagship property for the Billboard
      Information Group, which also consists of Billboard.biz, Billboard.com,
      Billboard Chart Alert, Billboard Information Network (BIN), Billboard
      Directories, Billboard Books, Billboard Licensing & Events and Radio &
Records.


4


Billboard
      Magazine covers every aspect of the music business by offering unrivaled
      reporting about the latest music, video, gaming, media, digital and mobile
      entertainment issues and trends, and includes coverage of the most notable
      and
      high-profile events of the year. Several internationally recognized music charts
      are also published each week that track the most popular songs and albums in
      various categories. The Magazine has a weekly average readership of
      approximately 115,000, while approximately 7,000,000 Internet users visit
      Billboard’s Website each week.





In
      print
      and online, through face-to-face events and licensing partnerships, Billboard
      entertains and informs, drives markets, influences decisions, platforms debate,
      builds community and captures the emotional power for professionals and fans
      alike.




Licensing
      Agreement. BMA Partners entered into a long term Licensing Agreement with
      Billboard in June of 2006.  The Agreement allows WatchIt Technologies,
      through BMA, to capture a new market under the Billboard brand, while
      advertising its licensor.





WatchIt
      Network
      (WIN)




WIN,
      a
      division of the Company, will deliver entertaining sports news, interactive
      trivia and fantasy sports games that are displayed on television monitors inside
      hospitality establishments.  This product is currently a digital
      signage fantasy sports trivia game in North America. WatchIt Technologies
      purchased the exclusive rights to sell WIN to the international market in June,
      2007.




WatchIt
      Network is the international marketer of Boondoggle, which has been, until
      now,
      solely distributed in North America.  WatchIt Network, which will
      market the product under the name WIN, is a media advertising company that
      delivers entertaining sports news, interactive trivia and fantasy sports games
      to the hospitality industry through digital signage.





WIN
      will
      deliver a custom-tailored mix of advertising that is interspersed within
      interactive games that are displayed on establishments’ television monitors. In
      addition to displaying local and national advertising, WIN enables
      establishments to promote their own upcoming events as well as other in-house
      specials, such as food and beverage specials.





Hospitality
      establishments that utilize WIN, such as restaurants and bars, benefit by being
      able to keep their patrons entertained and fixed in their seats. WIN will also
      provide a way for national, regional and local advertisers to effectively create
      significant revenue opportunities.





Licensing
      Agreement. WatchIt Technologies, in June of 2007, obtained the exclusive
      international marketing rights for the Boondoggle Sports Network (BSN) from
      HumWare Media Corporation.





In
      June
      of 2007, WatchIt Technologies signed a joint venture agreement with Quizzing
      Ltd., the largest quiz organization in the UK, to form a partnership with BSN.
      Quizzing Ltd. and BSN have developed a sales and marketing plan for the UK,
      which they have already started to implement. The two companies have met, and
      are in the process of meeting, with major breweries, pubs, and restaurant
      establishments to gain exposure to regional and national advertisers in the
      UK.





Two
      WIN
      units have been shipped to the UK to be placed in establishments to serve as
      an
      introduction of the product to the region, and as a live demo network to show
      to
      major breweries, pubs, owners, and advertisers.





AVAILABILITY
      OF SEC
      FILINGS





The
      SEC maintains an Internet
      site(EDGAR)that
      contains reports, proxy and
      information statements, and other information regarding issuers that file
      electronically with the SEC.You may find all our
      public filings on
      the EDGAR database.TheWebaddress
      of that site is (http://www.sec.gov).You
      mayalsoread
      and copy any materials we file with
      the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580,
      Washington, DC 20549. You can obtain information on the operation of the
      Public Reference Room by calling the SEC at 1-800-SEC-0330.





WEBSITE





Our
      website can be found at
      www.watchittech.com.
      Our Annual Report on Form 10-KSB,
      Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K and amendments
      to
      those reports filed or furnished with the U.S. Securities and Exchange
      Commission, or SEC, pursuant to Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934, or the Exchange Act, can be accessed free of charge by
      linking directly from our website under the “SEC Filings” button to the SEC’s
      Edgar Database. These filings will be available as soon as reasonably
      practicable after we electronically file such material with, or furnish it
      to
      the SEC. Information contained on our website is not part of this
      report.





5


Risk
      Factors





1.
                WE
                    ARE A START-UP BUSINESS.





The
      Company is in a start-up phase and has not engaged in any material operations
      to
      date directly.  There is no certainty that the Company will be
      successful in overcoming the risks of development in order to advance beyond
      the
      start-up phase.  Such start-up risks include, but are not limited to,
      the following:  (i) a limited number of marketing professionals have
      been hired or otherwise engaged to implement the Company’s marketing plan; and
      (ii) without sufficient funds from future financing efforts, the Company may
      not
      be able to commence principal operations and may never become a viable entity.
      WatchIt Technologies, Inc. has just commenced operations, which may make it
      difficult for you to evaluate our business and prospects based upon prior
      performance.  The Company has no operating history and, outside of
      research and business development, we have not conducted any significant
      business operations.  The Company, therefore, must be considered
      promotional and in its early formative and developmental stage.  We
      have very little operating capital, and we need to raise a substantial amount
      of
      capital to fund our business plan.





2.
            THERE
                IS NO LIKELIHOOD WE WILL EVER PAY
                DIVIDENDS.





The
      Company has never paid dividends.  At present, the Company does not
      anticipate paying dividends in the foreseeable future and intends to devote
      any
      earnings to the development of the Company's business.





3.
            WE
                RELY ON KEY EXECUTIVE OFFICERS TO MANAGE THE AFFAIRS OF THE
                COMPANY.





The
      success of our business depends, in large part, upon the ability of our
      executive officers to manage the execution of our business plan. The loss of
      the
      services of any of our executive officers within a short period of time could
      have a material adverse effect on our business operations. In particular, our
      success depends, in large part, on the continuing efforts of our CEO, Frank
      A.
      Moody II, who also developed our strategic plan and who is responsible for
      executing that plan. The loss of Mr. Moody would adversely affect our
      business.  At this time we do not have any term “key man” insurance on
      Mr. Moody.  If we lose the services of Mr. Moody, our business,
      financial condition, and results of operations would be materially adversely
      affected. In addition, our future success is also dependent upon our ability
      to
      attract and retain other highly qualified personnel. Competition for such
      personnel is intense, and if we are unable to attract and retain additional
      key
      employees, then our business, financial condition, and results of operations
      may
      be adversely affected. We can make no assurances that such key personnel will
      remain in our employ or that we will be able to attract and retain key personnel
      in the future.





4.
              OUR
                  OFFICERS, DIRECTORS AND EMPLOYEES ARE ENTITLED TO RECEIVE COMPENSATION,
                  PAYMENTS AND REIMBURSEMENTS, REGARDLESS OF WHETHER OR NOT WE ARE
                  PROFITABLE.





Any
      compensation received by our officers, management personnel, and directors
      will
      be determined from time to time by our Board of Directors.  Our
      officers, directors and management personnel will be reimbursed for any
      out-of-pocket expenses incurred on our behalf.





5.
            WE
                FACE COMPETITION FROM A VARIETY OF OTHER COMPANIES THAT ARE BETTER
                FINANCED ANDMORE ESTABLISHED.





The
      market for our services and other advertising and promotional services is
      intensely competitive. We anticipate that this competition will continue to
      increase.  Many of our competitors have substantially greater capital
      resources, sales and marketing resources and experience. Larger, more
      well-established companies offer similar services and smaller more locally
      focused companies offer similar and/or partial services.  We cannot
      provide any assurances that we will be able to effectively compete with our
      competitors in effecting our business plans. (see “Competition” below for a more
      detailed discussion of our competition.)





6





6.
                GENERAL
                    ECONOMIC CONDITIONS MAY NEGATIVELY IMPACT OUR RESULTS OF
                    OPERATIONS





Moderate
      or severe economic downturns or adverse conditions may negatively affect our
      operations. Those conditions may be widespread or isolated to one or more
      geographic regions. A tightening of the labor markets in one or more geographic
      regions may result in fewer and/or less qualified job applicants. If the economy
      slows, advertisers may reduce their budgets and restrict the media in which
      they
      advertise. In such an event, our revenues would suffer.




You
      must
      be aware of the difficulties normally encountered by a new enterprise,
      particularly during downturns in the stock markets or recessions in the general
      economy.  There is nothing at this time on which to base an assumption
      that the Company's business plans will prove successful, and there is no
      assurance that the Company will be able to operate profitably. We believe we
      are
      currently in compliance with all existing United States laws and
      regulations.   However, as new laws and legislation are enacted
      and the old laws are repealed, interpretation, application and enforcement
      of
      the laws may become inconsistent. Compliance in the future could require
      significant expenditures, which would directly impact our profit
      margins.  Compliance, interpretation, and enforcement with evolving
      lending laws and regulations may impact our expenses in a negative manner,
      leading to direct negative impact on our profit margins.





7.
                PURSUANT
                    TO SEC RULES,OUR
                    COMMON STOCK IS CLASSIFIED AS
                    A “PENNY STOCK’WHICHINCREASESTHE
                    RISK OF INVESTMENT IN THESE
                    SHARES





Our
      common stock trades on the Over The
      Counter Bulletin Board and is designated as “penny stock” and thus may be more
      illiquid than shares traded on an exchange or on NASDAQ.  The SEC has
      adopted rules (Rules 15g-2 through l5g-6 of the Exchange Act) which define
      “penny stocks” and regulate broker-dealer practices in connection with
      transactions with these stocks.  Penny stocks generally are any
      non-NASDAQ or non-exchange listed equity securities with a price of less than
      $5.00, subject to certain exceptions.  The “penny stock rules” require
      a broker-dealer to:


- deliver
          a
          standardized risk disclosure document prepared by the SEC;
- provide
          the customer
          with current bid and offer quotations for the penny stock;
- include
          the
          compensation of the broker-dealer and its salesperson in the
          transaction;
- provide
          monthly
          account statements showing the market value of each penny stock held in
          the
          customers account;
- make
          a special
          written determination that the penny stock is a suitable investment for
          the
          purchaser and receive the purchaser’s written agreement to the
          transaction.

The
“penny
      stock” reporting and
      disclosure requirements may have the effect of reducing the level of trading
      activity in the secondary market for a stock that is subject to these
      rules.  The market liquidity for the shares could be severely and
      adversely affected by limiting the ability of broker-dealers to sell these
      shares.  In addition, the ability of purchasers in this offering to
      sell their stock in any secondary market could be adversely
      restricted.





8.
                DUE
                    TO LIMITED AND SPORADIC
                    TRADING VOLUME, INVESTORS MAY NOT BE ABLE TO RESELL THEIR SHARES
                    OF COMMON
                    STOCK AT FAVORABLE TIMES AND
                    PRICES





Although
      our common stock has been
      quoted on thePink
      Sheets, the trading in our
      stock has been limited and sporadic.  In the fiscal year ended
      September 30, 2007, the average weekly volume of trading was less than
      245,000 shares.Although
      trading volume has
      increased over the past fiscal year, it has still been sporadic.  The
      trading volume during this period has ranged from several hundred thousand
      shares to as few as no shares traded on certain days.  A consistently
      active trading market for our common stock may never be developed, or sustained
      if it emerges.  In addition, the price of our common stock on the Pink
      Sheets has been extremely volatile.  For example, in the past fiscal
      year, the closing sale price has fluctuated between a low of $0.013 and a high of
      $0.85.  Low volume or lack of demand
      for these
      securities may make it more difficult for you to sell such shares at a price
      or
      at a time that would be favorable.  We cannot assure you that you will
      be able to sell your shares at an attractive price relative to the price you
      are
      paying or that you will be able to sell these securities in a timely
      fashion.





9.
              THE
                  VOTING CONTROL BY OUR DIRECTORS
                  AND OFFICERS WILL MAKE IT IMPOSSIBLE FOR OTHER STOCKHOLDERS TO
                  EFFECT
                  CHANGE EVEN IF THEY ARE DISSATISFIED WITH MANAGEMENT’S
                  PERFORMANCE.




Frank
      Moody,Gary Musselmanand
      Don Wood, together, beneficially
      own
      approximately53%
      of the Company’s currently issued and
      outstandingvotingshares
      of commonand preferredstock.
      Therefore, these individuals
      could possibly exercise control of the Company and will, as a practical matter,
      be able to prevent other stockholders from participating in decisions, such
      as
      the election of directors, which affect our management and business direction.
      In addition, to the extent that these men can control the board of directors,
      they could continue to have absolute voting control of the
      Company.




7




10.
              OUR
                  CORPORATE STRUCTURE HAS CERTAIN ANTI-TAKEOVER ASPECTS.
  Our
        Board of Directors has the authority
        to issue shares of preferred stock in one or more series and to fix the
        rights and preferences of the shares
        of any such series without stockholder approval. Any series of
        preferred stock is likely to be
        senior to the Common Stock with respect to dividends,
        liquidation rights
        and, possibly, voting rights. In
        addition, since effective control of the Company is held by
        Mr. Moody,
        Mr. Wood and Mr. Musselman
        voting together, they can limit or prohibit others from attempting
        to take over control of the
        Company and could have the effect of discouraging unsolicited
        acquisition proposals and
        other attempts to buy our company. Further, it could be more difficult
        for a third party to
        acquire control of us, even if that change of control might be
        beneficial to
        our shareholders.


11.
            STATE
                BLUE SKY LAWS MAY LIMIT RESALES OF THE
                SHARES.




The
      holders
      of our shares of common stock and persons who desire to purchase them in any
      trading market should be aware that there may be significant state law
      restrictions upon the ability of investors to resell our shares. Accordingly,
      investors should consider any secondary market for the Company’s securities to
      be a limited one. We intend to seek coverage and publication of information
      regarding the Company in an accepted publication which permits a “manual
      exemption.” This manual exemption permits a security to be distributed in a
      particular state without being registered if the company issuing the security
      has a listing for that security in a securities manual recognized by the state.
      However, it is not enough for the security to be listed in a recognized manual.
      The listing entry must contain (1) the names of issuers, officers, and
      directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement
      for either the fiscal year preceding the balance sheet or for the most recent
      fiscal year of operations. Furthermore, the manual exemption is a nonissuer
      exemption restricted to secondary trading transactions, making it unavailable
      for issuers selling newly issued securities. Most of the accepted manuals are
      those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s
      Investment Service, and Best’s Insurance Reports, and many states expressly
      recognize these manuals. A smaller number of states declare that they ‘recognize
      securities manuals’ but do not specify the recognized manuals. The following
      states do not have any provisions and therefore do not expressly recognize
      the
      manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana,
      South Dakota, Tennessee, Vermont and Wisconsin.





12.
            SALES
                OF A SUBSTANTIAL AMOUNT OF OUR COMMON
                STOCK IN THE FUTURE COULD CAUSE OUR STOCK PRICE TO
                FALL.




Some
      stockholders hold a substantial number of shares of our common stock. Sales
      of a
      substantial number of shares of our common stock within a short period of time
      in the future could impair our ability to raise capital through the sale of
      additional debt or stock and/or cause our stock price to fall. Typically, if
      the
      market for a company’s stock is not highly liquid and the holder of a
      substantial number of shares attempts to sell quickly a large number of shares,
      the price for the shares will decrease, sometimes at a rapid rate. In this
      situation, potential equity or convertible debt funders to the Company may
      be
      reluctant to provide financing since the value of their equity rights might
      decrease substantially. Also, the value of your shares might decrease
      substantially.




Recent
      Events




In
      March 2007,  Frederick Wicks, Brian Riley and Joshua
      Riley resigned  their management positions and from the Board of
      Directors. Frank A. Moody, II, Doug Smith and Dan Willis were elected to the
      Board of Directors. Frank A. Moody, II was elected as President and Chief
      Executive Officer. In June 2007 Don Wood was appointed as Chief Operating
      Officer and Gary Musselman was appointed as Chief Financial Officer. In July
      2007, Don Wood and Gary Musselman were appointed to the Board of Directors
      as
      additional directors. In August 2007, Doug Smith and Dan Willis resigned from
      the Board of Directors




In
      August
      2007, the Company filed a lawsuit in US District Court for the Northern District
      of Texas alleging that former Directors Wicks, Riley and Riley improperly and
      without legal authority issued to Homeland Integrated Security, Inc., a company
      for which they serve  as officers and directors, approximately 31.8
      million shares of the Company’s Common Stock. The company is attempting to have
      the issuance of these shares voided and damages recovered from the
      Defendants.





In
      August
      2007, the Company redomiciled to Nevada and changed its name to WatchIt
      Technologies, Inc. The Company increased the authorized shares of its Common
      Stock to 500,000,000 and it created three classes of Preferred
      Stock.





8


Series
      A
      Preferred





The
      Series A Preferred Stock (“Series A Stock”)shall
      consist of 10,000,000 shares, par value $.0001 per share. As of the publication
      date there are 3,435,308 shares issued and outstanding. Each share of Series
      A
      Stock shall be entitled to one hundred (100) votes on all matters for which
      the
      shareholders of the corporation have the right to vote. Each share of Series
      A
      Preferred Stock shall be entitled to convert into 50 shares of Common Stock.
      The
      shares of Series A Preferred Stock are not entitled to any dividend or
      distribution in preference to the Common Stock.





Series
      B
      Preferred




The
      Series B Preferred Stock (“Series B Stock”)shall
      consist of 5,000,000 shares, par value $.0001 per share. As of September 30,
      2007 there were 50,000 shares outstanding. Each share of Series B Stock shall
      be
      entitled to one vote on all matters for which the shareholders of the
      corporation have the right to vote. Each share of Series B Preferred Stock
      shall
      be convertible into a number of shares of Common Stock based on a discount
      of
      20% from the market price for the Common Stock on the date of
      conversion.




Series
      C
      Preferred




The
      Series C Preferred Stock (“Series C Stock”)shall
      consist of 1,000,000 shares, par value $.0001 per share. As of September 30,
      2007 there were no shares outstanding. Each share of Series C Stock shall be
      entitled to one vote on all matters for which the shareholders of the
      corporation have the right to vote. Each share of Series C Preferred Stock
      shall
      be entitled to convert into 6 shares of the Company's Common Stock. The
      Conversion Rights may be exercised at any time after twelve (12) months from
      the
      date of issue by the holder of the shares of Series C Preferred
      Stock.




In
      August
      2007, the Company obtained a Term-Sheet and “best-efforts” Selling Agent’s
      Agreement with Bridgestream Partners, LLC to raise up to $50 million of
      investment capital.  We will issue Convertible Notes to
      investors  The Company
      is offering Convertible Notes(“Notes”)for a maximum offering
      (“Offering”)of
      $50,000,000. The Notes are being
      offered on a “best efforts” basis in a private placement offering pursuant to
      the provisions of Section 4(2) of the Securities Act of 1933 and Rule 506 of
      Regulation D promulgated by the Securities and Exchange Commission, only to
      purchasers who represent that they are an “accredited investor”, as defined in
      Rule 501 of Regulation D. There is no minimum number of Notes which must be
      sold
      prior to our utilization of the proceeds from this offering.  Initial
      funds received by us will not be placed in a customary proceeds escrow
      account.  Because the offering is not subject to any minimum offering,
      any funds received from investors will be immediately available to us and
      deposited in the Escrow Account set forth as Exhibit B attached to this
      memorandum. The Company will use the proceeds of the offering to invest in
      insurance and human resource outsourcing industries, as well as for general
      working capital purposes, as described herein.




In
      September 2007, the Company acquired the outstanding shares of BMA Partners,
      Inc
      and Digital Fusion Television, LLC. Effective August 22, 2007, the registrant
      entered into an agreement to acquire all of the Membership Interest owned by
      the
      members, licensing rights, intellectual properties, and software assets of
      Digital Fusion Television, LLC., making Digital Fusion Television, LLC, a wholly
      owned subsidiary of WatchIt Technologies, Inc., in exchange for Eight Hundred
      Thousand (800,000) shares of Series A Preferred stock in WatchIt Technologies,
      Inc. These Series A Preferred shares shall be subject to restrictions under
      the
      Securities Act of 1933. The registrant's Board of Directors approved this
      acquisition on September 28, 2007. This agreement shall close no later than
      September 30, 2007.




Effective
      August 22, 2007, the registrant entered into an agreement to acquire all of
      the
      Common Stock owned by the Shareholders of BMA Partners, LLC, making BMA
      Partners, LLC, a wholly owned subsidiary of WatchIt Technologies, Inc., in
      exchange for Eight Hundred Thousand (800,000) shares of Series A Preferred
      stock
      in WatchIt Technologies, Inc. These Series A Preferred shares shall be subject
      to restrictions under the Securities Act of 1933. The registrant's Board of
      Directors approved this acquisition on September 28, 2007. This agreement shall
      close no later than September 30, 2007.




At
      September 30, 2007, the Company had 3 full-time employees, none of whom are
      represented by any collective bargaining organizations. The Company has had
      no
      work stoppages, slow downs or strikes.




Management
      considers its employee relations to be satisfactory.









9


Item
      2. Properties




The
      Company owns no properties. We currently lease our corporate offices
      ofapproximately 750 square feet located at 1 Town Square Boulevard, Suite 347,
      Ashville, North Carolina 28803. The term of the
      lease is 3 years and expires on May 2010.




Item
      3. Legal Proceedings




In
      July,
      2007, The Board undertook an internal investigation into the Previous Board's
      management of the Company. The Board's internal investigation discovered
      evidence of mismanagement by WatchIt's Previous Board, including the
      unauthorized issuance of over 31,000,000 shares of WatchIt's stock to Homeland
      Integrated Security System, Inc. In order to recover for the losses incurred
      as
      a result of the Previous Board's mismanagement, on August 1, 2007, WatchIt
      filed
      a complaint in the United States District Court for the Northern District of
      Texas,  Case No.3:07-cv-1332-D, which alleges that the individual
      members of the Previous Board breached their duties to Evans and violated the
      Federal Securities Laws. WatchIt intends to vigorously pursue its claims against
      the Previous Board.  The Company is awaiting answers to the Complaint
      it filed.




On
      January 5, 2007, the Company  was named a defendant in a law suit with
      Big Apple Consulting, USA, Inc. as Plaintiff (Circuit Court of the 18th Judicial
      Circuit in and for Seminole County, Florida; Case No. 06 CA 2639). Big Apple
      alleged that pursuant to a Consulting Agreement it was entitled to 7,600,000
      shares in the Company, plus costs and attorney fees. In February 2007, the
      lawsuit was settled upon the resignation of the previous Board of Directors
      and
      executive management. The Company recorded $250,000 and $450,000 in fees to
      settle this issue. All expenses were settled by issuing restricted shares of
      the
      Company’s Common Stock.




On
      October 4, 2007 a suit was filed in the District Court of Wharton County Texas
      naming the Company and some of its former officers as defendants Case No.
      42,835. The complaint alleges that the Plaintiff has a first right of refusal
      to
      purchase property formerly owned by the Company.  The Company is
      defending itself against this action. Management is not reserving for losses
      as
      of the date of this filing. Management believes the Company will prevail in
      defending itself against this action.




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




On
      July 25, 2007, the following matters were approved by the
      shareholders of the Company.


- Redomicile
          to Company from Texas to Nevada

- Change
          the par value of the Common Stock from $.01 to $.0001

- Increase
          the authorized Common Shares from 300,000,000 to
          500,000,000

- Authorize
          30,000,000 of Preferred Shares.

Effective
      September 12, 2007, the registrant's Board of Directors, without the requirement
      of shareholder approval, approved the designation of three series of its
      authorized but unissued Preferred Stock as follows:


- 10,000,000
          shares as Series A Convertible Preferred Stock;

- 5,000,000
          shares as Series B Convertible Preferred Stock, and

- 1,000,000
          shares as Series C Convertible Preferred Stock.

More
      detailed information regarding the description of these shares is contained
      in
      Item 1 Recent Events above.





10


PART
      II




Item
      5. Market for the Registrant's Common Equity and Related Stockholder
      Matters




Stock
      Information




The
      Company's Common Stock, $.0001 par value, is listed on the Pink Sheets under
      the
      Symbol "WCTC". At September 30, 2007, there were approximately 112 shareholders
      of record. The Company has not paid any cash dividends, and the Company
      currently has no plans to adopt a regular cash dividend.




The
      aggregate market value of the Company's voting stock held by non-affiliates
      was
      approximately $4,798,011 on September 30, 2007.




The
      high
      and low price range for the last two years, based on the closing sales price
      as
      reported by NASDAQ\OTCBB, are below:





Dates
            High
            
            LowOctober
              1, 2003 through December 31, 2003
            .13
            
            .05January
              1, 2004 through March 31, 2004
            .19
            
            .07April
              1, 2004 through June 30, 2004
            .14
            
            .06July
              1, 2004 through September 30, 2004
            .09
            
            .04October
              1, 2004 through December 31, 2004
            .08
            
            .03January
              1, 2005 through March 31, 2005
            .09
            
            .06April
              1, 2005 through June 30, 2005
            .06
            
            .04July
              1, 2005 through September 30, 2005
            .08
            
            .04October
              1, 2005 through December 31, 2005
            .30
            
            .03January
              1, 2006 through March 31, 2006
            .06
            
            .02April
              1, 2006 through June 30, 2006
            .85
            
            .04July
              1, 2006 through September 30, 2006
            .70
            
            .20October
              1, 2006 through December 31, 2006
            .63
            
            .20January
              1, 2007 through March 31, 2007
            .63
            
            .18April
              1, 2007 through June 30, 2007
            .49
            
            .055July
              1,2007 through September 30, 2007
            .13
            
            .013





Recent
      Sale of Unregistered Securities.




In
      October and December 2006, the Company issued 31,000,000 and 1,821,557 shares,
      respectively, of its Common Stock to Homeland Integrated Securities,
      Inc.  Management believes the stock was improperly issued and has
      filed suit against former management for this action. For more details see
      Item
      3 – Legal Proceedings.




In
      March
      2007, the Company issued 2,000,000 shares of its Common Stock to Big Apple
      Consulting USA to pay $100,000.00 in past due interest on a note it originally
      entered into in June 2002.




In
      March
      2007, the Company issued 20,000,000 shares of its Common Stock to Frank A.
      Moody, II, in order to settle a suit brought against it by Big Apple Consulting
      USA, Inc. For more details see Item 3- Legal Proceedings.




In
      July
      2007, the Company issued 3,125,000 shares of its Common Stock to Humware Media,
      Inc as payment for  the non-North American rights to market Boondoggle
      Sports Network.




In
      July
      2007, the Company issued 9,000,000 shares of its Common Stock to MJMM
      Investments, LLC as payment for consulting services related to
      litigation.




In
      July
      2007, the Company issued 9,000,000 shares of its Common Stock to MJMM
      Investments, LLC. for payment of Investor Relations services for the next 12
      months.




In
      July
      2007, the Company issued 400,000 shares of its Common Stock to its two
      independent Directors as compensation for their services.




In
      July
      2007, the Company issued 5,000,000 shares of its Common Stock to Stratford
      Financial Resources, LLC as compensation for consulting services from July,
      2007
      to June, 2008. Stratford Financial Resources LLC is a related party to the
      Company in that it is controlled by our Chief Financial Officer.




In
      July
      2007, the Company issued 5,125,000 shares of its Common Stock to HRA Partners,
      Inc. as compensation for consulting services from July, 2007 to June, 2008.HRA
      Partners, Inc,, is a related party to the Company in that it is controlled
      by
      our Chief Operating Officer.




In
      July
      2007, the Company issued 6,250,000 shares of its Common Stock to Scenic
      Marketing, LLC, as compensation for consulting services from July, 2007 to
      June,
      2008. Scenic Marketing Group, LLC,, is a related party to the Company in that
      it
      is controlled by our Chief Executive Officer.


11


In
      July
      2007, the Company issued 2,875,000 shares of its Common Stock to Digital Fusion
      Group, LLC. as compensation for consulting services from July, 2007 to June,
      2008.




In
      August
      2007, the Company issued 10,000,000 shares of its Common Stock to Humware Media,
      Inc as payment for Humware Media’s creating and managing the Child Watch
      Network.




In
      August
      2007, the Company issued 4,000,000 shares of its Common Stock to Big Apple
      Consulting, USA, Inc. in order to reduce principal on a loan originally entered
      into in June 2002 by $200,000.




In
      August
      2007, the Company issued 4,000,000 shares of its Commons Stock to J. Bennett
      Grocock to hold in escrow and withdraw monthly to pay for legal services to
      be
      provided to the Company.




In
      September 2007, the Company issued 14,000,000 shares of its Common Stock to
      Big
      Apple Consulting USA, Inc, in order to completely repay the note issued in
      June
      2002.




In
      September 2007, the Company exchanged 18,000,000 shares of its Common Stock
      held
      by MJMM Investments, LLC for 675,000 shares of Series B Preferred
      stock.




In
      September 2007, the Company exchanged 56,250,000 shares of its Common Stock
      held
      by Frank A. Moody, II for 57,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 137,500 shares of its Common Stock held
      by
      Joel Smith for 2,750 shares of its Series A Preferred stock.




In
      September 2007, the Company exchanged 2,875,000 shares of its Common Stock
      held
      by Digital Fusion Group, LLC for 57,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 266,000 shares of its Common Stock held
      by
      Dan Shuck for 5,320 shares of its Series A Preferred stock.




In
      September 2007, the Company exchanged 111,897 shares of its Common Stock held
      by
      Julie Snipes for 2,238 shares of its Series A Preferred stock.




In
      September 2007, the Company exchanged 5,125,000 shares of its Common Stock
      held
      by HRA Partners, Inc. for 102,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 5,000,000 shares of its Common Stock
      held
      by Stratford Financial Resources, LLC for 100,000 shares of its Series A
      Preferred stock.




In
      September 2007, the Company exchanged 2,000,000 shares of its Common Stock
      held
      by Dennis Steinmetz for 40,000 shares of its Series A Preferred
      stock.




In
      September 2007, the Company issued 800,000 shares of Series A Preferred stock
      to
      complete the acquisition of Digital Fusion Television, LLC.




In
      September 2007, the Company issued 800,000 shares of Series A Preferred stock
      to
      complete the acquisition of BMA Partners, LLC.




In
      September 2007, the Company issued 400,000 shares of its Series A Preferred
      stock to Scenic Marketing, LLC in exchange for reducing $200,000 in debt owed
      to
      Scenic Marketing, LLC.




Item
      6. Selected Financial Data




The
      following table sets forth certain selected financial data which should be
      read
      in conjunction with the Consolidated Financial Statements and Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      included herein. Amounts are in thousands, except per-share data.




The
      data
      reflects the adjustments made to past and current period for discontinued
      operations.




12


Income
      and Expenses





September
                30,
            
            
            September
                30,2007
            
            
            2006Revenues:Total
                operating expenses
            
            
            1,394
            
            
            
            228Operating
                loss
            
            
            (1,394
            )
            
            
            (228
            )Total
                other income (expense)
            
            
            0
            
            
            
            143Income
                (loss) from continuing operations
            
            
            (1,394
            )
            
            
            (85
            )Discontinued
                operationsLoss
                from Convenience Store segment
            
            
            
            
            
            
            (101
            )Gain
                (loss) from Environmental segment
            
            
            
            
            
            
            (248
            )Loss
                from disposal of Environment segment
            
            
            
            
            
            
            (4
            )Total
                discontinued operations
            
            
            
            
            
            
            (353
            )Net
                income (loss)
            
            
            (1,394
            )
            
            
            (438
            )Basic
                and diluted earnings (loss) per common shareContinuing
                operations
            
            $
            (0.01
            )
            
            $
            (0.02
            )Discontinued
                operations
            
            $
            -
            
            
            $
            (0.07
            )Basic
                & diluted earnings per common share:From
                continuing operations
            
            $
            (0.01
            )
            
            $
            (0.09
            )From
                Discontinued operations
            
            $
            (0.001
            )
            
            $
            (0.09
            )Weighted
                average shares outstanding Basic
            
            
            124,505,028
            
            
            
            4,899Weighted
                average shares outstanding Diluted
            
            
            126,974,256
            
            
            
            4,899








13


Assets





(in
                thousands)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006Current
                assetsCash
                and cash equivalents
            
            
            1
            
            
            
            13Related
                party receivables
            
            
            0
            
            
            
            175Prepaid
                expenses and othercurrent
                assets
            
            
            944
            
            
            
            0Total
                current assets
            
            
            945
            
            
            
            188Property
                and equipment, net
            
            
            1
            
            
            
            0Other
                AssetsLicensing
                Agreements
            
            
            356
            
            
            
            0Good
                Will
            
            
            600
            
            
            
            0Total
                Other Assets
            
            
            956
            
            
            
            0Total
                assets
            
            
            1,902
            
            
            
            188






Liabilities
      and Stockholders' Equity (Deficit)





(in
                thousands)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006Current
                liabilitiesAccounts
                payable and accrued expenses
            
            
            7
            
            
            
            57Accrued
                excise, property
            
            
            
            
            
            
            130and
                other taxes payableShort
                term Payables
            
            
            233
            
            
            
            1,207Total
                current liabilities
            
            
            240
            
            
            
            1,394Long-term
                debt, non-current portion
            
            
            
            
            
            
            225Total
                Long Term Liabilities
            
            
            
            
            
            
            225Total
                liabilities
            
            
            240
            
            
            
            1,619Stockholders'
                equity (deficit)Series
                A Preferred, $.0001par
                value 10,000,000 authorized3,435,308
                and 0 shares Issued respectively
            
            
            0
            
            
            
            0Series
                B Preferred, $.0001par
                value 10,000,000 authorized725,000
                and 0 shares Issued respectively
            
            
            0
            
            
            
            0




14




Common
                stock, $0.0001 parvalue,
                500,000,000 sharesauthorized
                110,657,392 and71,822,231
                shares issued respectively
            
            
            11
            
            
            
            718Additional
                paid-in capital
            
            
            22,568
            
            
            
            17,374Retained
                earnings
            
            
            (20,483
            )
            
            
            (19,089
            )Treasury
                stock, 72,589shares,
                at cost
            
            
            (434
            )
            
            
            (434
            )Total
                stockholders' equity (deficit)
            
            
            1,662
            
            
            
            (1,431
            )Total
                liabilities and Stockholders Equity
            
            
            1,902
            
            
            
            188





Item
      7. Management's Discussion and Analysis of
      Financial Condition and Results of Operations




The
      following discussion of the Company's financial condition and results of
      operations should be read in conjunction with the financial statements and
      notes
      thereto appearing elsewhere in this document.




During
      the years ended September 30, 2007 and 2006, the Company recorded net losses
      aggregating $1,350,000 and $438,000, respectively. Losses in 2007 are attributed
      to management’s restructuring of the Company, costs of litigation incurred by
      former management and cost of developing new product and services




To
      reduce
      the outstanding liabilities incurred prior to current management’s operations of
      the Company, the Company agreed to issue shares of its Common Stock in exchange
      for debt elimination. The result of this decision eliminated all debt
      obligations which were in default. The Note entered into by the Company during
      2002 had a convertible feature whereby the note holder had the option to convert
      the Note at $0.05 per share. The Company issued 18,000,000 shares of its Common
      Stock in exchange for eliminating the loan originally made to Cain, Smith and
      Strong, LLC in June 2002. The Company recorded a $350,000 extinguishment gain
      as
      part of this transaction. Management believes this was in the best interests
      of
      the Company’s future development as it eliminates legacy issues that could
      hinder future growth.




Application
      of Critical Accounting Policies





Our
        financial statements are prepared in
        accordance with accounting principles generally accepted in the United States.
        The preparation of these consolidated financial statements requires us to
        make
        estimates and assumptions that affect the reported amounts of assets,
        liabilities, revenues, costs and expenses, and related disclosures. On an
        ongoing basis, we evaluate our estimates and assumptions based upon historical
        experience and various other factors and circumstances. We believe our estimates
        and assumptions are reasonable based upon information available to us at
        the
        time they were made; however, actual results may differ from these estimates
        under different future conditions.


We
        believe that the estimates and
        assumptions discussed below are most important to the portrayal of our financial
        condition and results of operations since they require our most difficult,
        subjective, or complex judgments and form the basis for the accounting policies
        deemed to be most critical to our operations.





Basis
      of
      Financial Statement Presentation





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. Prior to the current fiscal year, we
      generated significant losses, and were unable to predict profitability for
      the future. These factors indicate our continuation, as a going concern is
      dependent upon its ability to obtain adequate financing as well as implement
      its
      sales, marketing and acquisition strategy. We are addressing the going concern
      by obtaining equity financing and to grow with profitable sales both organically
      and through acquisitions. Management believes successfully executing these
      tasks will lead to the removal of the going concern comment from our audited
      financials.





Goodwill
        and other
        intangibles





Other
      intangibles with finite lives arising from acquisitions are amortized over
      their
      estimated useful lives of 7 years, using the straight-line
      method.  Goodwill is not amortized.  Goodwill and other
      intangibles are reviewed to assess recoverability at least annually and when
      certain impairment indicators are present.  Determination of
      recoverability is based on an estimate of discounted future cash flows resulting
      from the use of the asset and its eventual disposition.  Measurement
      of an impairment loss for long-lived assets and certain identifiable intangible
      assets that management expects to hold and use are based on the fair value
      of
      the asset. Long-lived assets and certain identifiable intangible assets to
      be
      disposed of are reported at the lower of carrying amount or fair value less
      costs to sell.




15


Revenue
      Recognition




The
      Company's policy is to prepare its financial statements on the accrual basis
      of
      accounting in accordance with generally accepted accounting principles. The
      Company is currently not generating revenue. Revenue will be generated from
      the
      sale of advertisement through the Child Watch Network and the Win Network.
      Revenue will be recognized on a pro-rata basis over the life of an advertising
      contract.




Provisions
      for estimated losses on uncompleted contracts are made in the period in which
      such losses are determined. Changes in job performance, job conditions, and
      estimated profitability that result in revisions to costs are recognized in
      the
      period in which the changes are determined. Because of the inherent
      uncertainties in estimating, it is at least reasonably possible that such
      changes will occur within the near term.




Inventories




The
      Company carries no
      inventory.




Results
      of
      Operations




2007
      compared to
      2006




During
      2006, the Company ceased operating its convenience store
      and gas station business and ceased all operations. From September 2007 until
      March 2007, the Company had no activity while under former management. Beginning
      in April 2007, current management began analyzing various business
      opportunities. In June 2007, the Company executed a royalty agreement with
      Child
      Watch North America, Inc. a private non–profit organization dedicated to child
      safety and locating missing children. In June 2007, the Company purchased the
      non-North American marketing rights of the Boondoggle Sports Network from
      Humware Media, Inc. The Company entered into an agreement with Quizzing, Ltd,
      the largest quizzing association in the United Kingdom,in a joint
      venture to create a digital quizzing
      network. In July 2007, the Company entered into a management agreement with
      BMA
      Partners, Inc. to create a social network under a licensing agreement with
      Billboard Magazine. In September 2007, the Company acquired BMA Partners, Inc.
      and Digital Fusion Television, LLC




The
      Company did not generate revenue in either 2006 or 2007. However, management
      believes the joint ventures and new programs initiated in June 2007 will
      generate revenue in the next fiscal year.




Capital
      Resources and
      Liquidity




Cash
      and
      cash equivalents were $1,000 and $13,000 at September 30, 2007 and 2006,
      respectively. The Company had positive shareholder equity of $1,662,000 as
      of
      September 30, 2007 compared to a shareholder deficit of $1,431,000 at September
      30, 2006.




As
      of
      September 30, 2006, the Company had an aggregate of approximately $1,207,000
      in
      principal outstanding under various note agreements. The Company issued
      18,000,000 shares of its Common Stock to completely repay a note issued in
      June
      2002. The Company recorded an extinguishment gain of $350,000 based on an
      agreement reached with the Note holder.




Net
      current assets at September 30, 2007, was $945,000 as compared to $188,000
      at
      September 30, 2006.




As
      of
      September 30, 2007, there were approximately 110,657,392 shares of Common Stock
      issued and outstanding. At September 30, 2006, there were 71,822,231 shares
      issued and outstanding. A further 31,000,000 shares were issued on October
      11,
      2006, and 1,821,557 shares were authorized on December 11, 2006, and later
      issued. These shares are the subject of litigation between the Company and
      its
      former management.  The Company is authorized to issue up to
      500,000,000 shares of common stock.




The
      Company has obtained a term sheet and a “best-efforts” Selling Agent Agreement
      with Bridgestream Partners, LLC in order to raise up to $50 million in
      investment capital for us. We intend to issue convertible notes to investors.
      Management believes this investment will allow it to expand operations
      sufficiently to achieve profitability and positive cash flow.




16


Recent
      Accounting Pronouncements




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements” (SFAS No. 157) which establishes a framework for measuring
      fair value and enhance disclosures about fair value measurements. SFAS 157
      is effective for fiscal years beginning after November 15, 2007. The
      measurement and disclosure requirements are effective for the Company beginning
      in the first quarter of fiscal 2009. The Company is currently evaluating whether
      SFAS No. 157 will result in a change to its fair value
      measurements.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS No. 159) which permits
      companies to choose to measure certain financial instruments and certain other
      items at fair value. The standard requires that unrealized gains and losses
      on
      items for which the fair value option has been elected be reported in earnings.
      SFAS 159 is effective for the Company beginning in the first quarter of fiscal
      2009, although earlier adoption is permitted. The Company is currently
      evaluating the impact SFAS No. 159 will have on its consolidated financial
      statements.




In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”.
      This Statement replaces SFAS No. 141, Business Combinations. This
      Statement retains the fundamental requirements in Statement 141 that the
      acquisition method of accounting (which Statement 141 called the purchase method) be used for
      all business combinations and for an acquirer to be identified for each business
      combination. This Statement also establishes principles and requirements for
      how
      the acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree; b) recognizes and measures the goodwill acquired
      in
      the business combination or a gain from a bargain purchase and c) determines
      what information to disclose to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination. SFAS
      No. 141(R) will apply prospectively to business combinations for which the
      acquisition date is on or after Company’s fiscal year beginning October 1,
      2009.




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the noncontrolling (minority) interest
      in
      a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. The Company has not yet determined the impact, if any,
      that SFAS No. 160 will have on its consolidated financial statements. SFAS
      No. 160 is effective for the Company’s fiscal year beginning
      October 1, 2009.




Item
      7A. Quantitative and Qualitative Disclosures about
      Market Risk




Factors
      Affecting the Company's Business and Prospects




There
      are
      numerous factors that affect the Company's business and the results of its
      operations. These factors include general economic and business conditions;
      the
      ability of the Company to raise such funds as are necessary to maintain its
      operations; the ability of management to locate and purchase a suitable business
      to acquire; and the willingness of an acquisition candidate to be acquired
      before the issues of whether Frank Moody is owed 7,600,000 shares (See Legal
      Proceedings, above) and the conversion rate for shares to be issued to Big
      Apple
      are resolved.




Item
      8. Financial Statements and Supplementary Data




The
      Consolidated Financial Statements of the Company included in this annual report
      on Form 10-KSB are listed under Item 15, Exhibits, Financial Statement Schedules
      and Reports on Form 8-K.




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




None.




Item
      9A. Controls and Procedures




The
      management of the Company, with the participation of the Chief Executive Officer
      and Chief Financial Officer, has evaluated the effectiveness of the Company's
      disclosure controls and procedures (as defined in Rule 13a-15(e) under the
      Securities Exchange Act of 1934) as of the end of the period covered by this
      Report. Based on that evaluation, the Chief Executive Officer and Acting Chief
      Financial Officer have concluded that the Company's disclosure controls and
      procedures are effective in enabling the Company to record, process, summarize,
      and report information required to be included in the Company's periodic SEC
      filings within the required time period.




17


In
      addition, the management of the Company, with the participation of the Company's
      Chief Executive Officer and Acting Chief Financial Officer, has evaluated
      whether any change in the Company's internal control over financial reporting
      (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934)
      occurred during the Company's fourth fiscal quarter. Based on that evaluation,
      the Company's Chief Executive Officer and Acting Chief Financial Officer have
      concluded that there has been no change in the Company's internal control over
      financial reporting during the fourth fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the Company's internal
      control over financial reporting.




PART
      III




Items
      10. Directors and Executive Officers of the Registrant




The
      following table sets forth certain information with respect to the Company's
      current directors and officers.






NAME
            
            POSITION
            
            AGEFrank
              A. Moody,
              II
            
            Chairman,
              CEO,
              President
            
            48Gary
              Musselman
            
            Director,
              Chief
              Financial Officer
            
            52Don
              Wood
            
            Director,
              Chief
              Operating Officer
            
            50




Frank
      A. Moody, II - President and
      Chief Executive Officer.Mr. Moody has served as CEO of the Company since
      March, 2007. He also is the managing partner of Scenic Marketing Group, LLC
      since August 2006, Scenic Marketing provides consulting services to emerging
      public companies..  From April 2004 to April 2006, Mr. Moody was the
      President/CEO of Homeland Integrated Security Systems, Inc., a high technology
      company specializing in security systems in the transportation industry. Mr.
      Moody has been actively involved in the Out of Home (outdoor advertising)
      industry where he formed, built, and subsequently sold, December 1998 his own
      company AOA Media Inc. to one of the largest
      outdoor advertising conglomerates in America. Mr. Moody is a graduate of the
      University of Kentucky with degrees in Advertising, Statistical Design, and
      Psychology. He has been repeatedly recognized in Who's Who of Western North
      Carolina, Who's Who of American Executives & Entrepreneurs, and Who's Who of
      the University of Kentucky. Mr. Moody is a resident of North
      Carolina.




Gary
      Musselman - Chief Financial Officer. Mr.
      Musselman has served as CFO of the Company since June 2007. From June 2002
      to
      April 2004 he was the Chief Financial Officer of Grace Global, LLC, an
      international media company operating within the United States and three foreign
      locations. Mr. Musselman was responsible for due diligence for several companies
      being considered for acquisition as well as overseeing the integration of
      companies that were acquired. From October 2000 to June 2002, Mr. Musselman
      was
      the Managing Partner for Stratford Financial Resources, LLC, a business
      development consulting firm specializing in commercial finance, human resources
      and mergers and acquisitions. From October 1993 to October 2000, Mr. Musselman
      founded and served as the Chief Executive Officer of ECS Financial Management
      Services, LLC, a financial management company specializing in account receivable
      management.  Mr. Musselman is also the President and Chief Executive
      Officer of the Resourcing Solutions Group, Inc. Mr. Musselman is a graduate
      of
      the University of South Florida with a degree in International Economics. He
      has
      been recognized as a finalist for the Virginia Entrepreneur of the Year for
      both
      1998 and 1999. He has also been an Instructor for Financial Executives
      International.




Don
      Wood -Chief Operating Officer
      and President
      of Child Watch Network. Mr. Wood has served as COO or the Company and
      President of Child Watch Network since June 2002. He also is President and
      CEO
      of Child watch North America, Inc., a national non profit missing children’s
      organization. Don has full responsibility for bottom-line factors, including
      company vision, long range strategic planning, product management, abduction
      response team activities and investigations. Mr. Wood was a co-founder and
      served as President and CEO of the Hard Rock Academy from December 2001 to
      October 2004. The Hard Rock Academy was a licensee of Hard Rock Café
International and was brand extension for music education. The agreement ended
      in October 2004 in anticipation of the sale of the Hard Rock Corporation to
      the
      Seminole Indian Tribe. From June 1986 to November 1992, Mr. Wood was the founder
      and served as President and CEO Tridon Financial Group, a multi-service
      brokerage offering insurance, mortgages and real estate products and services.
      After working in the life insurance business for a year, Don discovered an
      opportunity to add more services under one umbrella and opened with life
      insurance services first, then added auto and homeowners and finally commercial.
      After a couple of years, Tridon opened offices in Alberta, British Columbia.
      Mortgages and Real Estate services were added in Ontario only.






18


Meetings
      and Committees of the Board of Directors




During
      the fiscal year ended September 30, 2007 ("Fiscal 2007"), the Company's Board
      of
      Directors formally met on 2 occasions. Each of the directors attended (or
      participated by telephone in) more than 75% of such meetings of the Board of
      Directors during Fiscal 2007. The Board of Directors has no
      committees.




Compensation
      of Directors




All
      directors are reimbursed for their reasonable out-of-pocket expenses incurred
      in
      connection with their duties to the Company.Outside
      Directors were compensated with a grant of 200,000 shares of common stock apiece
      for a total of 400,000 shares of common stock for services rendered in
      2007.




Item
      11. Executive Compensation




The
      following sets forth, for the fiscal years ended September 30, 2007, 2006,
      and
      2005, certain summary information concerning annual and long-term compensation
      paid by the Company for services in all capacities to the current and former
      Chief Executive Officer.




Name
                and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
                Awards
              ($)
            Option
                Awards
              ($)
            Non-Equity
              Incentive
                Plan Compensation
              ($)
            Changes
                in Pension
              Value
                and Nonqualified Deferred Compensation Earnings
              ($)
            All
                Other
              Compensation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Frank
                A. Moody, II
              President/CEO
              Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              122,450
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              122,450Gary
                Musselman
              Chief
                Financial Officer/ Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              50,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
              50,000Don
                Wood
              Chief
                Operating Officer/Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              51,250
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              51,250Frederick
                Wicks
              Former
                President
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-Brian
                Riley
              Former
                Chief Operating Officer
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-Joshua
                Riley
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-Blair
                Couey (1)
              Former
                President
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              6,250
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              50,000
              -0-Randy
                M Clapp
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              6,250
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              6,250
              -0-Dan
                Willis
              Former
                Director
            2005
              2006
              2007
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              6,250
              8,000
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              6,250
              8,000  19
  Doug
                  Smith
                Former
                  Director
              2005
                2006
                2007
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                8,000
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                -0-
              -0-
                -0-
                8,000




(1)
            Mr.
                Blair Couey, President, Chief Executive Officer and Acting Chief
                Financial
                Officer, received his compensation through the management agreement
                by and
                between the Company and Mauritz & Couey dated June 24, 2002. Mr. Couey
                resigned from all his positions in September,
                2006.




OPTION/SAR
      Grants in Last Fiscal Year




There
      were no Options/SARs granted during Fiscal 2007 to
      the Named Officers.




Item
      12. Security Ownership of Certain Beneficial Owners and
      Management




The
      following table sets forth information concerning
      ownership of the Company's Common Stock, as of September 30, 2007, by (i) each
      person who is known by the Company to be the beneficial owner of more than
      five
      percent (5%) of the Common Stock, (ii) each of the Company's directors, (iii)
      each Named Officer, and (iv) all current directors and executive officers of
      the
      Company as a group.




Name
                and Address of Beneficial Owner
            Number
                of Common Shares
            %
                OwnershipFrank
                Moody, CEO and Director
              1
                Town Square Blvd, Suite 347
              Asheville,
                NC 28803
            605,517
            Less
                than 1%Don
                Wood, COO and Director
              PO
                Box 691782
              Orlando,
                FL  32869
            -0-
            0%Gary
                Musselman, CFO and Director
              7621
                Little Ave, Suite 101
              Charlotte,
                NC 28226
            -0-
            0%Frederick
                Wicks, former Director
              768
                Bocce Court
              Palm
                Beach Gardens, FL  33410
            7,604,826
            6.9%Joshua
                Ian Riley, former Director
              11
                Stonehouse Road
              Arden,
                NC 28704
            8,584,826
            7.8%Brian
                Riley, Former Director
              1620
                Battle Creek Road
              Horse
                Shoe, NC  28742
            8,584,826
            7.8%All
                officers and directors as a group
            605,517
            Less
                than 1%




The
      following Table sets forth beneficial ownership of Series A Preferred
      Stock




Name
                and Address of Beneficial Owner
            Number
                of Series A
              Preferred
                Shares(1)
            %
                Ownership
            Conversion
                to
              Common
                Shares @ 50:1
            Voting
                Rights of Preferred SharesFrank
                Moody, CEO and Director
              1
                Town Square Blvd, Suite 347
              Asheville,
                NC 28803
            1,525,000
            44.4%
            76,250,000
            152,500,000




20




Don
                Wood, COO and Director
              PO
                Box 691782
              Orlando,
                FL  32869
            362,500
            14.6%
            18,125,000
            36,250,000Gary
                Musselman, CFO and Director
              7621
                Little Ave, Suite 101
              Charlotte,
                NC 28226
            500,000
            14.6%
            25,000,000
            50,000,000




(1)
              Each
                  share of Series A Preferred Stock is entitled to 100
                  votes.




1.
            Beneficial
                ownership has been determined in accordance with Rule 13d-3 under
                the
                Exchange Act ("Rule 13d-3") and unless otherwise indicated, represents
                shares of which the beneficial owner has sole voting and investment
                power.




2.
            The
                percentage of class is calculated in accordance with Rule 13d-3 and
                assumes that the beneficial owner has exercised any options or other
                rights to subscribe which are execrable within sixty (60) days and
                that no
                other options or rights to subscribe have been exercised by anyone
                else.




Section
      16(a) of the Securities Exchange Act of 1934, as
      amended, requires the Company's officers and directors, and persons who own
      more
      than ten percent of a registered class of the Company's equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission (the "Commission"). Officers, directors and greater than
      ten
      percent shareholders are required by the Commission's regulations to furnish
      the
      Company with copies of all Section 16(a) forms they file.




Item
      13. Certain Relationships and Related Transactions




In
      April 2007, the
      Company entered into a contract with Scenic Marketing Group, LLC a company
      owned
      by Frank A. Moody, II, our CEO, to provide management services to the Company.
      The Company issued 6,125,000 common shares to Scenic Marketing Group, LLC for
      services from April 2007 through March 2008. Compensation for the 2007 fiscal
      year has been reported in the Executive Compensation table under Item 11 of
      this
      filing.




In
      June
      2007, the Company entered into a contract with Stratford Financial Resources,
      LLC, a company owned by Gary A. Musselman, our CFO,  to provide
      management services to the Company. The Company issued 5,000,000 commons shares
      to Stratford Financial Resources, LLC for services from July 2007 through June
      2008. Compensation for the 2007 fiscal year has been reported in the Executive
      Compensation table under Item 11 of this filing.




In
      June
      2007, the Company entered into a contract with HRA Partners, Inc a company
      owned
      by Don Wood, our COO, to provide management services to the Company. The Company
      issued 5,125,000 commons shares to HRA Partners, Inc for services from July
      2007
      through June 2008. Compensation for the 2007 fiscal year has been reported
      in
      the Executive Compensation table under Item 11 of this
      filing.




In
      June
      2007, the Company entered in to a royalty agreement with Child Watch North
      America, Inc. Don Wood, Chief Operating Officer and a Director of the Company
      is
      the Executive Director of Child Watch North America, Inc.




In
      September 2007, the Company acquired Digital Fusion Television, LLC. Digital
      Fusion Television, LLC was owned 50% by Gary Musselman the Company’s Chief
      Financial Officer and a Director.




In
      September 2007, the Company acquired BMA Partners, LLC. BMA Partners, LLC was
      owned 50% by Don Wood the Company’s Chief Operating Officer and a
      Director.




Item
      14. Principle Accounting Fees and Services






2006
            
            
            2007Audit
              fees
            
            $
            20,000
            
            
            $
            15,000Audit-related
              fees
            
            
            17,500
            
            
            
            10,000Tax
              fees
            
            
            -0-
            
            
            
            -0-All
              other
              fees
            
            
            -0-
            
            
            
            -0-




21


The
      Company currently does not have an audit committee.
      Therefore, the current policy of the Board of Directors of the Company is to
      pre-approve all professional services performed by the Company's independent
      accountants. The Board of Directors pre-approved all such professional services
      for the year ended September 30, 2007.




Item
      15. Exhibits, Financial Statement Schedules and Reports on Form
      8-K.




I.
      The
      following financial statements, schedules and exhibits are filed as part of
      this
      report:




(1)
      and
      (2) Financial Statements and Financial Statement Schedules - See Index to
      Consolidated Financial Statements on Page F-1.




Settlement
      Agreement between the Company, Big Apple Consulting USA Inc, Cain, Smith and
      Strong, LLC, Homeland Integrated Security Systems, Inc and Frank Moody reported
      in 8K filed March 2, 2007




Licensing
      Agreement between Child Watch, Inc and the Company reported June 11, 2007 on
      Form 8K.




Development
      and Royalty Agreement between Humware Media Corporation and the Company reported
      June 12, 2007 on Form 8K.




Purchase
      of international marketing rights to Boondoggle Sports Network reported on
      June
      19, 2007 on Form 8K.




Appointment
      of Don Wood to Board of Directors and Gary Musselman as Chief Financial
      Officerreported on July 7, 2007 on Form 8K.




Appointment
      of Gary Musselman to Board of Directors reported on July 13, 2007 on Form
      8K.




Resignation
      of Doug Smith and dan Willis from the Board of Directors reported on September
      13,2007 on Form 8K.




Revision
      to Development, Maintenance 7 Royalty Agreement with Humware Media Corporation
      reported September 13, 2007 on Form 8K.




Amendment
      to Articles of Incorporation reported on September 13, 2007 on Form
      8K.




Consent
      of Shareholders redomiciling the Company to Nevada, authorizing 30 million
      shares of preferred stock, decreasingthe par value of stock to $.0001 and
      changing the name of the corporation to WatchIt Technologies, Inc reported
      on
      August 16, 2007 on Form 14C.




Amendments
      to Articles of Incorporation increasing the authorized number of Common Shares
      to500,000,000 reported on September 26, 2007 on Form 8K.




Acceptance
      of the Company of various Share Exchange Agreements issuing Preferred Series
      A
      shares in exchange for Common Shares reported on September 28, 2007 on Form
      8K.




Purchase
      of BMA Partners, LLC and Digital Fusuoin Television, LLC by the Company reported
      on September 28, 2007 on Form 8K.




SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




WATCHIT
                TECHNOLOGIES,
                INC.December
                  15, 2007
              
              /s/ Frank
                A. Moody, IIFrank
                A. Moody, II, Chairman,President,
                  Chief Executive Officer, Director/s/
                Gary A. MusselmanGary
                A. Musselman, Chief Financial Officer, Director/s/
                Don WoodDon
                Wood, Chief Operating Officer, Director


22


Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the date(s) indicated:


/s/ Frank
                  A. Moody, IIFrank
                  A. Moody, II, Chairman,President,
                    Chief Executive Officer, Director/s/
                  Gary A. MusselmanGary
                  A. Musselman, Chief Financial Officer, Director/s/
                  Don WoodDon
                  Wood, Chief Operating Officer, Director

























































23


INDEX
      TO EXHIBITS




3.1
            Articles
                of Incorporation of the Company filed
                with the TexasSecretary
                of State on October 22, 1968(1). Filed with May 11,1993
                filing of Form S-1 Registration
                #33-62684.


3.2
            Certificate
                of Amendment to Articles of Incorporation of EvansSystems,
                Inc., filed with the Texas Secretary of State onSeptember
                21, 1992(1). Filed with May 11, 1993 filing of Form S-1Registration
                #33-62684.


3.3
            Certificate
                Amendment of Articles of Incorporation of EvansSystems,
                Inc., filed with the Texas Secretary of State on
                April9,
                1993. Filed with May 11, 1993 filing of Form S-1
                Registration#33-62684.


3.4
            By-Laws
                of the Company. Filed with May 11, 1993 filing of FormS-1
                Registration #33-62684.


3.5
            Certificate
                of Amendment filed with September 13, 2007
                8K


10.1
            Phillips
                "66" Marketing Agreement dated October 21, 1986.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.2
            Amoco
                Lubricants Distributor Agreement dated June 21, 1990
                andSchedule
                dated January 2, 1992. Filed with May 11, 1993 filing
                ofForm
                S-1 Registration #33-62684.


10.3
            Diamond
                Shamrock Storage Lease dated July 12, 1985.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.4
            Star
                Enterprise "Texaco" Marketing Agreement effective July 1,
                1993.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.5
            Shell
                Lubricants Reseller Agreement effective January 1,
                1992.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.6
            Texaco
                Lubricants agreement effective July 1, 1990.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.7
            Conoco
                Jobber Franchise Agreement effective April 1,
                1990.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.8
            Mobil
                Marine Distributor Agreement effective June 3, 1992.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.9
            Form
                of Series B Warrants to Purchase Common Stock of
                Registrant.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.10
            Coastal
                Refinery & Marketing, Inc. Facilities Access
                Agreement,effective
                September 5, 1989. Filed with May 11, 1993 filing ofForm
                S-1 Registration #33-62684.


10.11
            FINA
                Lubricants Marketing Agreement dated February 1, 1989.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.12
            Texaco
                Terminating Agreement dated April 30, 1986.Filed
                with May 11, 1993 filing of Form S-1 Registration
                #33-62684.


10.13
            Citgo
                Petroleum Distributor Franchise Agreement effective
                August1,
                1992. Filed with May 11, 1993 filing of Form S-1
                Registration#33-62684.


10.14
            Incentive
                Stock Option Plan.   Filed with May 11, 1993 filing
                ofForm
                S-1 Registration #33-62684.


10.15
            Form
                of Incentive Stock Option Agreement.  Filed with May 11,
                1993filing
                of Form S-1 Registration
                #33-62684.


10.16
            Summary
                Plan Description of E.S.O.P.   Filed with May 11,
                1993filing
                of Form S-1 Registration
                #33-62684.


10.17
            Employment
                Contract with Bill R. Kincer, incorporated byreference
                from Exhibit 10.28 to the Company's Annual Report onForm
                10-KSB for the year ended September 30,
                1994.


10.18
            Pruett
                Petroleum, Inc. and Koonce Petroleum Company, Inc.
                agreementdated
                October 4, 1994, incorporated by reference from Exhibit
                10.29to
                the Company's Annual Report on Form 10-KSB for the year
                endedSeptember
                30, 1994.


10.19
            Employment
                Agreement with Richard A. Goeggel, effective June 16,1998,
                incorporated by reference from Exhibit 10.19 to theCompany's
                Annual Report on Form 10-KSB for the year ended
                September30,
                1998.


10.20
            Omitted.


10.21
            Employment
                Agreement with J.L. Evans, Sr., effective April 6,
                1998,incorporated
                by reference from Exhibit 10.21 to the Company's AnnualReport
                on Form 10-KSB for the year ended September 30,
                1998.


10.22
            Stock
                Purchase Agreement dated as of October 30, 1998 by andamong
                the Company, Synaptix Systems Corporation, a Coloradocorporation,
                d.b.a. Affiliated Resources Corporation, and WayEnergy,
                Inc., a Delaware corporation, incorporated by referencefrom
                Exhibit 10.22 to the Company's Annual Report on Form
                10-KSBfor
                the year ended September 30,
                1998.


10.23
            Amendment
                No. 1 to Stock Purchase Agreement, dated December 39,1998
                by and among the Company, Synaptix Systems Corporation,
                aColorado
                corporation, d.b.a. Affiliated Resources Corporation,and
                Way Energy, Inc., a Delaware corporation, incorporated
                byreference
                from Exhibit 10.23 to the Company's Annual Report onForm
                10-KSB for the year ended September 30,
                1998.


10.24
            Loan
                Agreement between the Company and Texas Commerce BankNational
                Association, dated as of August 30, 1996, incorporatedby
                reference from Exhibit 10.1 to the Company's Quarterly
                Reporton
                Form 10-Q for the three months ended March 31,
                1999.


10.25
            Amendment
                to Loan Agreement dated August 4, 1997, incorporated byreference
                from Exhibit 10.2 to the Company's Quarterly Report onForm
                10-Q for the three months ended March 31,
                1999.


10.26
            Amendment
                to Loan Agreement dated December 24, 1997, incorporatedby
                reference from Exhibit 10.3 to the Company's Quarterly
                Reporton
                Form 10-Q for the three months ended March 31,
                1999.


10.27
            Amendment
                to Loan Agreement dated April 23, 1998, incorporated byreference
                from Exhibit 10.4 to the Company's Quarterly Report onForm
                10-Q for the three months ended March 31,
                1999.


10.28
            Amendment
                to Loan Agreement dated March 31, 1999, incorporated byreference
                from Exhibit 10.5 to the Company's Quarterly Report onForm
                10-Q for the three months ended March 31,
                1999.


10.29
            Asset
                Purchase Agreement dated December 3, 1999, by and between
                TSCServices,
                Inc., Evans Systems, Inc., Diamond Mini Mart, Inc.,Evans
                Oil Co., EDCO, Inc., and Way Energy Systems, Inc.
                incorporatedby
                reference from Exhibit 2.1 to the Company's Current Report
                onForm
                8-K dated December 9, 1999.


10.30
            Amendment
                to Loan Agreement dated June 30,
                1999


10.31
            Amendment
                to Loan Agreement dated August 31,
                1999


10.32
            Amendment
                to Loan Agreement dated November 30,
                1999


10.33
            Stipulated
                Judgment dated December 1, 2000 in the District Court
                ofMatagorda,
                Texas, 130th Judicial
                District


10.34
            Deed
                in Lieu of Foreclosure dated September 26, 2000 by and
                betweenChemWay,
                Inc., Way Energy, Inc. and Evans Systems,
                Inc.


10.35
            Earnest
                Money Contract (Convenience Stores) By and Between
                EvansSystems,
                Inc., Diamond Mini-Mart, Inc. and State Oil Company,
                LLC,incorporated
                by reference from Exhibit 10.35 to the Company'sQuarterly
                Report onForm
                10-Q for the three months ended March 31,2002.









10.36
            Amendment
                to Loan Agreement and Modification of Note, incorporated
                byreference
                from Exhibit 10.1 to the Company's Current Report on
                Form8-K
                dated June 24, 2002


10.37
            Notice
                of Entire Agreement, incorporated by reference from Exhibit 10.2
                to
                theCompany's
                Current Report on Form 8-K dated June
                24, 2002


10.38
            Promissory
                Note, incorporated by reference from Exhibit 10.3 to
                theCompany's
                Current Report on Form 8-K dated June 24,
                2002


10.39
            Release
                of Claims, incorporated by reference from Exhibit 10.4 to
                theCompany's
                Current Report on Form 8-K dated June 24,
                2002


10.40
            Assignment
                of Notes and Liens, incorporated by reference from
                Exhibit10.5
                to the Company's Current Report on Form 8-K dated June 24,
                2002


10.41
            Form
                of Warrants issued to Cain, Smith & Strong II, L.P., Thomas
                E.Cain,
                J.L. Evans, Sr., and Travelers Express Co., incorporated
                byreference
                from Exhibit 10.6 to the Company's Current Report on
                Form8-K
                dated June 24,2002


10.42
            Common
                Stock Purchase Agreement, incorporated by reference
                fromExhibit
                10.7 to the Company's Current Report on Form 8-K datedJune
                24, 2002


10.43
            Registration
                Rights Agreement, incorporated by reference fromExhibit
                10.8 to the Company's Current Report on Form 8-K datedJune
                24, 2002


10.44
            Evans
                Systems, Inc./J.L. Evans Agreement, incorporated by
                referencefrom
                Exhibit 10.9 to the Company's Current Report on Form 8-K
                datedJune
                24, 2002


10.45
            Management
                and Support Services Agreement, incorporated by
                referencefrom
                Exhibit 10.10 to the Company's Current Report on Form 8-K
                datedJune
                24, 2002


10.46
            Share
                Purchase Agreement, dated April 11, 2006, incorporated
                byreference
                from Exhibit 2.1 to the Company's Current Report onForm
                8-K dated April 19, 2006.


10.47
            Current
                Report on Form 8-K dated July 19, 2006, rescinding the
                SharePurchase
                Agreement, for failure by the company to timely amend
                itsArticles
                and effect the 1 for 10 reverse split of
                shares.


10.48
            Share
                Purchase Agreement, dated August 31, 2006, incorporated
                byreference
                from Exhibit 2.1 to the Company's Current Report onForm
                8-K dated September 19,
                2006.


10.49
            Settlement
                Agreement between the Company, Big Apple Consulting USA Inc, Cain,
                Smith
                and Strong, LLC, Homeland Integrated Security Systems, Inc and Frank
                Moody
                reported in 8K filed March 2,
                2007


10.50
            Licensing
                Agreement between Child Watch, Inc and the Company reported June
                11, 2007
                on Form 8K.


10.51
            Development
                and Royalty Agreement between Humware Media Corporation and the Company
                reported June 12, 2007 on Form
                8K.


10.52
            Purchase
                of international marketing rights to Boondoggle Sports Network. reported
                on June 19, 2007 on Form 8K.


10.53
            Appointment
                of Don Wood to Board of Directors and Gary Musselman as Chief Financial
                Officer reported on July 7, 2007 on Form
                8K.


10.54
            Appointment
                of Gary Musselman to Board of Directors reported on July 13, 2007
                on Form
                8K.


10.55
            Resignation
                of Doug Smith and Dan Willis from the Board of Directors reported
                on
                September 13, 2007 on Form
                8K.


10.56
            Revision
                to Development, Maintenance 7 Royalty Agreement with Humware Media
                Corporationreported September 13, 2007 on Form
                8K.


10.57
            Amendment
                to Articles of Incorporation reported on September 13, 2007 on Form
                8K.


10.58
            Consent
                of Shareholders redomiciling the Company to Nevada, authorizing 30
                million
                shares of preferred stock, decreasingthe par value of stock to $.0001
                and
                changing the name of the corporation to WatchIt Technologies,Inc.
                reported on August 16, 2007 on Form 14
                C.


10.59
            Amendments
                to Articles of Incorporation increasing the authorized number of
                Common
                Shares to500,000,000 reported on September 26, 2007 on Form
                8K.


10.60
            Acceptance
                of the Company of various Share Exchange Agreements issuing Preferred
                Series A shares in exchange forCommon Shares reported on September
                28,
                2007 on Form 8K.


10.61
            Purchase
                of BMA Partners, LLC and Digital Fusion Television, LLC by the Company
                reported on September 28, 2007 on Form
                8K.


10.62
            Registration
                of 4,000,000 shares of Common Stock on Form S-8 reported on August
                22,
                2007.


*21
            Subsidiaries
                of Registrant


*31.1
            Certification
                of Frank A. Moody, II, Chairman, Chief Executive
                Officer,President,
                pursuant to Rule 13a-14(a)under the Securities Exchange Act of
                1934


*31.2
              Certification
                  of Gary Musselman Chief Financial Officer and Director pursuant
                  to Rule
                  13a-14(a)under the Securities Exchange Act of
                  1934


*31.3
              Certification
                  of Don Wood, Chief Operating Officer and Director pursuant to Rule
                  13a-14(a)under the Securities ExchangeAct of
                  1934


*32.1
            Certification
                of Frank A. Moody, II, Chairman, Chief Executive
                Officer,President,
                pursuant to 18 U.S.C. Section
                1350


*32.2
            Certification
                of Gary Musselman Chief Financial Officer and Director pursuant to
                18
                U.S.C. Section1350


*32.3
            Certification
                of Don Wood, Chief Operating Officer and Director pursuant to 18
                U.S.C.
                Section 1350




*Filed
      herewith.













WATCHIT
      TECHNOLOGIES, INC.




Index
      to Consolidated Financial Statements September 30, 2007 and
      2006.






Page
                No.Independent
              Auditor's Report
            F-2Consolidated
              Balance
              Sheets at September 30, 2007 and 2006
            F-3Consolidated
                Statements of Operations for the Years EndedSeptember
                30, 2007 and 2006
            F-5Consolidated
                Statements of Cash Flows for the Years EndedSeptember
                30, 2007 and 2006
            F-6Consolidated
                Statements of Stockholders' Equity (Deficit)for
                the Years Ended September 30, 2007 and 2006
            F-7Notes
              to
              Consolidated Financial Statements
            F-8













































F-1


INDEPENDENT
      AUDITOR'S REPORT




To
      the Board of Directors and Stockholders of WatchIt Technologies,
      Inc.




We
      have
      audited the accompanying consolidated balance sheets of WatchIt Technologies,
      Inc. (fka Evans Systems, Inc.). and its subsidiaries ("the Company") at
      September 30, 2007 and 2006 and the related consolidated statements of
      operations, stockholders' equity (deficit), and cash flows for each of the
      two
      years in the period ended September 30, 2007. These financial statements are
      the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the 2007 and 2006 financial statements referred to above present
      fairly, in all material respects, the financial position of WatchIt
      Technologies, Inc. and its subsidiaries at September 30, 2007 and 2006 and
      the
      results of its operations and its cash flows for each of the two years in the
      period ended September 30, 2007 in conformity with accounting principles
      generally accepted in the United States of America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 12 to the financial
      statements, the Company has suffered recurring losses from operations and has
      a
      working capital deficiency that raise substantial doubt about its ability to
      continue as a going concern. Management's plans regarding these matters are
      described in Note 12. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.




/s/ PS STEPHENSON
      & Co., P.C.




Wharton,
        Texas
 December
        19, 2007



































F-2


WATCHIT
      TECHNOLOGIES, INC.


Consolidated
      Balance Sheets






(in
                thousands)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006ASSETSCurrent
                assetsCash
                and cash equivalents
            
            
            1
            
            
            
            13Related
                party receivables
            
            
            0
            
            
            
            175Prepaid
                expenses and othercurrent
                assets
            
            
            944
            
            
            
            0Total
                current assets
            
            
            945
            
            
            
            188Property
                and equipment, net
            
            
            1
            
            
            
            0Other
                AssetsLicensing
                Agreements
            
            
            356
            
            
            
            0Good
                Will
            
            
            600
            
            
            
            0Total
                Other Assets
            
            
            956
            
            
            
            0Total
                assets
            
            
            1,902
            
            
            
            188




























The
            accompanying notes are an integral part of these financial
            statements.
 F-3


WATCHIT
      TECHNOLOGIES, INC.


Consolidated
      Balance Sheets






Liabilities
      and Stockholders' Equity (Deficit)






(in
                thousands)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006Current
                liabilitiesAccounts
                payable and accrued expenses
            
            
            7
            
            
            
            57Accrued
                excise, property
            
            
            
            
            
            
            130and
                other taxes payableShort
                term Payables
            
            
            233
            
            
            
            1,207Total
                current liabilities
            
            
            240
            
            
            
            1,394Long-term
                debt, non-current portion
            
            
            
            
            
            
            225Total
                Long Term Liabilities
            
            
            
            
            
            
            225Total
                liabilities
            
            
            240
            
            
            
            1,619Stockholders'
                equity (deficit)Series
                A Preferred, $.0001par
                value 10,000,000 authorized3,435,308
                and 0 shares Issued   respectively
            
            
            0
            
            
            
            0Series
                B Preferred, $.0001par
                value 10,000,000 authorized725,000
                and 0 shares Issued respectively
            
            
            0
            
            
            
            0Common
                stock, $0.0001 parvalue,
                500,000,000 sharesauthorized
                110,657,392 and71,822,231
                shares issued respectively
            
            
            11
            
            
            
            718Additional
                paid-in capital
            
            
            22,568
            
            
            
            17,374Retained
                earnings
            
            
            (20,483
            )
            
            
            (19,089
            )Treasury
                stock, 72,589shares,
                at cost
            
            
            (434
            )
            
            
            (434
            )Total
                stockholders' equity (deficit)
            
            
            1,662
            
            
            
            (1,431
            )Total
                liabilities and Stockholders Equity
            
            
            1,902
            
            
            
            188






The
            accompanying notes are an integral part of these financial
            statements.
 F-4


WATCHIT
      TECHNOLOGIES, INC.


Consolidated
      Statements of Operations






(in
                thousands, except per share amounts)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006Revenues:Cost
                of salesGross
                profitOperating
                costs and expensesSalary
                & Consulting Expense
            
            
            840General
                Administration
            
            
            554
            
            
            
            228Total
                operating expenses
            
            
            1,394
            
            
            
            228Operating
                loss
            
            
            (1,394
            )
            
            
            (228
            )Other
                income (expense)Rental
                income, net
            
            
            
            
            
            
            105Gain
                (loss) on disposal of assets, net
            
            
            
            
            
            
            132Other
                income (expense)
            
            
            250
            
            
            
            39Extinguishment
                Gain
            
            
            (350
            )
            
            
            0Interest
                expense
            
            
            100
            
            
            
            (133
            )Total
                other income (expense)
            
            
            0
            
            
            
            143Income
                (loss) from continuing operations
            
            
            (1,394
            )
            
            
            (85
            )Discontinued
                operationsLoss
                from Convenience Store segment
            
            
            
            
            
            
            (101
            )Gain
                (loss) from Environmental segment
            
            
            
            
            
            
            (248
            )Loss
                from disposal of Environment segment
            
            
            
            
            
            
            (4
            )Total
                discontinued operations
            
            
            
            
            
            
            (353
            )Net
                income (loss)
            
            
            (1,394
            )
            
            
            (438
            )Basic
                and diluted earnings (loss) per common shareContinuing
                operations
            
            $
            (0.01
            )
            
            $
            (0.02
            )Discontinued
                operations
            
            $
            -
            
            
            $
            (0.07
            )Basic
                & diluted earnings per common share:From
                continuing operations
            
            $
            (0.01
            )
            
            $
            (0.09
            )From
                Discontinued operations
            
            $
            (0.001
            )
            
            $
            (0.09
            )Weighted
                average shares outstanding Basic
            
            
            124,505,028
            
            
            
            4,899Weighted
                average shares outstanding Diluted
            
            
            126,974,256
            
            
            
            4,899






The
            accompanying notes are an integral part of these financial
            statements.
 F-5


WATCHIT
      TECHNOLOGIES, INC.


Consolidated
      Statements of Cash Flows




(in
                thousands)
            
            September
                30,
            
            
            September
                30,2007
            
            
            2006Cash
                flows from operating activitiesNet
                income (loss)
            
            $
            (1,394
            )
            
            $
            (438
            )Adjustments
                to reconcile net Income (loss) to net cashDepreciation
                and amortization
            
            
            
            
            
            
            77Compensation
                Expense
            
            
            
            
            
            
            150Loss
                (gain) on sale of assets
            
            
            
            
            
            
            (132
            )(Gain)
                loss on disposal of discontinued operations
            
            
            
            
            
            
            4Decrease
                in receivables
            
            
            175
            
            
            
            353Inventory
            
            
            
            
            
            
            60Prepaid
                expenses and other current assets
            
            
            (944
            )
            
            
            (34
            )Costs
                and estimated earnings in excess of billings, net
            
            
            
            
            
            
            4Other
                assetsAccounts
                payable and accrued expenses
            
            
            (180
            )
            
            
            (474
            )Net
                cash provided (used) by operating activities
            
            
            (2,343
            )
            
            
            (430
            )Cash
                flows from investing activitiesRepayment
                of notes receivable
            
            
            
            
            
            
            1Capital
                expenditures
            
            
            (1
            )
            
            
            (173
            )Acquisition
                of licensing agreements and goodwill
            
            
            (956
            )Proceeds
                from sale of property and equipment
            
            
            
            
            
            
            89Net
                cash provided (used) by investing activities
            
            
            (957
            )
            
            
            (83
            )Cash
                flows from financing activitiesNew
                borrowings
            
            
            233
            
            
            
            151Net
                proceeds from stock issuances
            
            
            4,487
            
            
            
            223Reduction
                of long-term debt
            
            
            (1,432
            )
            
            
            (34
            )Net
                cash provided (used) by financing activities
            
            
            3,288
            
            
            
            340Net
                increase (decrease) incash
                and cash equivalents
            
            
            (12
            )
            
            
            (173
            )Cash
                and cash equivalents, beginning of year
            
            
            13
            
            
            
            186Cash
                and cash equivalents, end of year
            
            $
            1
            
            
            $
            13






The
            accompanying notes are an integral part of these financial
            statements.
 F-6


WATCHIT
      TECHNOLOGIES, INC.


Consolidated
      Statements of Stockholders’ Equity (Deficit)


For
      the
      Two Years Ended September 30, 2007 and 2006


(in
      thousands, except  share amounts)




Additional
            
            
            Retained
            
            
            
            
            
            TotalPreferred
                Stock
            
            
            Common
                Stock
            
            
            Paid-in-capital
            
            
            Earnings
            
            
            Treasury
            
            
            StockholdersShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Amount
            
            
            (Deficit)
            
            
            Stock
            
            
            EquityBalance,
                September 30, 2005
            
            
            0
            
            
            $
            -
            
            
            
            10,471,831
            
            
            $
            105
            
            
            $
            17,262
            
            
            $
            (8,651
            )
            
            $
            (434
            )
            
            $
            (1,718
            )Issuance
                of Common Stock, Pre-split
            
            
            
            
            
            
            
            
            
            
            4,000,000
            
            
            
            40
            
            
            
            160
            
            
            
            
            
            
            
            
            
            
            
            2001
                for 10 stock split
            
            
            
            
            
            
            
            
            
            
            (13,024,600
            )
            
            
            (131
            )
            
            
            131
            
            
            
            
            
            
            
            
            
            
            
            0Issuance
                of Common Stock
            
            
            
            
            
            
            
            
            
            
            70,375,000
            
            
            
            704
            
            
            
            -179
            
            
            
            
            
            
            
            
            
            
            
            525Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (438
            )
            
            
            
            
            
            
            (438
            )Balance,
                September 30, 2006
            
            
            0
            
            
            
            
            
            
            
            71,822,231
            
            
            
            718
            
            
            
            17,374
            
            
            
            (19,089
            )
            
            
            (434
            )
            
            $
            (1,431
            )Adjustment
                due to change in Par Value
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (710
            )Issuance
                of Common Stock
            
            
            4,160,308
            
            
            
            1
            
            
            
            38,835,161
            
            
            
            3
            
            
            
            5,194
            
            
            
            
            
            
            
            
            
            
            
            5,198Net
                Profit
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,394
            )
            
            
            
            
            
            
            (1,395
            )Balance,
                September 30. 2007
            
            
            4,160,308
            
            
            $
            1
            
            
            
            110,657,392
            
            
            $
            11
            
            
            $
            22,568
            
            
            
            (20,483
            )
            
            $
            (434
            )
            
            $
            1,662










































The
            accompanying notes are an integral part of these financial
            statements.
 F-7


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements.






1. Description
        of the Company and Summary of Significant Accounting Policies Business
        Operations




WatchIt
      Technologies, Inc., formerly known as Evans Systems, Inc. is an emerging company
      engaged in the out of home media and internet based social networking business.
      The Company’s primary offices are located in Asheville, North Carolina. Formerly
      the Company operated in the petroleum and convenience store industry. All
      operations regarding the former business have ceased.




Principles
      of Consolidation




The
      consolidated financial statements
      include the accounts of WatchIt Technologies, Inc., and its wholly-owned
      subsidiaries and have been prepared in accordance with standards of the Public
      Company Accounting Oversight Board. For purposes of consolidation, the Company
      includes all significant subsidiaries owned directly or indirectly with more
      than 50 percent of the voting rights held by the Company. All significant
      intercompany transactions and balances have been eliminated.




Basis
      of Accounting




The
      Company's policy is to prepare its financial statements on the accrual basis
      of
      accounting in accordance with generally accepted accounting principles. Revenues
      from the sale of advertising is recognized on a pro-rata basis over the length
      of the contract.




Cash
      and Cash Equivalents




For
      purposes of the statements of cash flows, the Company considers all highly
      liquid investments with original maturities of three months or less to be cash
      equivalents. Cash and cash equivalents are stated at cost which approximates
      fair market value.




Inventories




The
      Company does not maintain any inventories.




Property
      and Equipment




Property
      and equipment is stated at cost and is
      depreciated utilizing the straight-line method of computing depreciation over
      their estimated useful lives. The cost of assets retired and the related
      accumulated depreciation are removed from the accounts and any gain or loss
      is
      included in the results of operations when incurred. Repairs and maintenance
      are
      charged to expense as incurred. Expenditures for major additions and
      replacements that extend the lives of assets are capitalized and depreciated
      over their remaining estimated useful lives. The Company depreciates assets
      over
      the following estimated useful lives:




Buildings
            15-41
              yearsLeasehold
              improvements
            Life
              of lease, up to 31 yearsEquipment
            5-15
              yearsOffice
              equipment
            3-7
                years




Impairment
      of Long-Lived Assets




The
      Company periodically assesses the realizability of its long-lived assets and
      evaluates such assets for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable. Asset
      impairment is determined to exist if estimated future cash flows, undiscounted
      and without interest charges, are less than the carrying amount. There were
      no
      assets considered impaired at September 30, 2007 and 2006.




Stock-Based
      Compensation Plans




The
      Company applies Accounting Principles Board Opinion
      No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
      interpretations in accounting for its plans. No stock-based employee
      compensation cost is reflected in net income, as all options granted under
      those
      plans had an exercise price equal to the market value of the underlying common
      stock on the date of grant. The following unaudited pro forma data table
      illustrates the effect on net income and earnings per share if the company
      had
      applied the fair value recognition provisions of FASB Statement No. 123,
      Accounting for Stock-Based Compensation, to stock-based employee compensation
      (in thousands):




F-8


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






Year
                Ended September 302007
            
            
            2006Net
                income(loss):As
                reported
            
            $
            (1,394
            )
            
            $
            (438
            )Pro
                forma
            
            $
            (
              1,394
            )
            
            $
            (438
            )Basic
                and dilutedloss
                per share'sreported
            
            $
            (0.001
            )
            
            $
            (0.09
            )Pro
                forma
            
            $
            (0.001
            )
            
            $
            (0.09
            )






Concentration
      of Credit Risk




The
      Company performs periodic evaluations of the relative credit standing of the
      financial institutions and investment funds that are considered in the Company's
      investment strategy  Management believes that its credit and
      collection policies mitigate the potential effect of a concentration of credit
      risk in its accounts receivable.




Income
      Taxes




The
      Company and its subsidiaries file a consolidated federal income tax return.
      The
      Company recognizes income tax expense based on the liability method of
      accounting for income taxes. Deferred tax assets and liabilities are recognized
      for the income tax effect of temporary differences between the tax basis of
      assets and liabilities and their carrying values for financial reporting
      purposes. Deferred tax expense or benefit is the result of changes in deferred
      tax assets and liabilities during the period. The Company has recorded a
      valuation allowance, which reflects the estimated amount of deferred tax assets
      that more likely than not will be realized.




Earnings
      (Loss) Per Share




The
      Company reports both basic earnings per share, which is based on the weighted
      average number of common shares outstanding, and diluted earnings per share,
      which is based on the weighted average number of common shares as well as all
      potentially dilutive common shares outstanding. Stock options and warrants
      are
      the only potentially dilutive shares the Company has outstanding for the periods
      presented. Stock options and warrants were not included in the computation
      of
      diluted loss per share for 2006, 2005 and 2004 since they would have resulted
      in
      an antidilutive effect on loss from continuing operations.




Goodwill
      and Purchased Intangible Assets




The
      goodwill and intangible assets are subject to the provisions of SFAS
      No. 142, “Goodwill
      and Other
      Intangible Assets” (“SFAS 142”). In accordance with SFAS 142, goodwill
      and other intangible assets are tested for impairment on an annual basis or
      when
      indicators of impairment exist, and written down when
      impaired




Management
      has determined that no impairment exists at September 30,
      2007.




Use
      of Estimates




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities at the date of the
      financial statements and reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates. Management
      believes that the estimates are reasonable.




2. Common
      Stock
      Purchase Agreement




On
      April
      12, 2006 (the "Effective Date"), pursuant to the terms of an Agreement For
      the
      Purchase of Common Stock (the "Agreement") entered by and among Evans Systems,
      Inc. (the "Seller" or the "Company"); Homeland Integrated Security Systems,
      Inc., whose address is 2 Town Square Boulevard, Suite 250, Asheville, North
      Carolina ("Homeland" or the "Buyer"); and Cain, Smith




F-9


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006






&
      Strong II, LP ("CSS" or "Secured Creditor"), Homeland has agreed to purchase
      50.1% of the issued and outstanding common shares of the Company in exchange
      for
      an aggregate purchase price of Five Hundred Thousand Dollars ($500,000.00)
      (the
      "Purchase Price") payable as follows: Fifty Thousand Dollars ($50,000)
      previously paid and held as a deposit plus One Hundred Thousand Dollars
      ($100,000.00) at closing and Thirty-Five Thousand Dollars ($35,000) per month
      for a period of ten (10) months due and payable on the 11th day of each month
      (the "Transaction"). The Company did not effect the 1 for 10 reverse split
      and
      amend its articles in a timely manner, as agreed to in the April 11th Agreement.
      The Agreement was rescinded, and a new Agreement was entered into on August
      31,
      2006. The transaction closed on September 11, 2006. In consideration, the
      Company sold a total of 72,821,557 shares to HISS for $500,000, said funds
      to be
      utilized to reduce overall debt. Of the total, 40,000,000 shares were issued
      on
      September 11, 2006, 31,000,000 issued on October 30, 2006, and 1,821,557 were
      issued on December 11, 2006. Homeland Integrated Securities Systems, Inc.
      defaulted on its purchase agreement and the Company wrote off $160,000 in
      accounts receivable recorded from that transaction.




On
      January 5, 2007, the Company was named a defendant in a law suit having Big
      Apple Consulting, USA, Inc. as Plaintiff (Circuit Court of the 18th Judicial
      Circuit in and for Seminole County, Florida; Case No. 06 CA 2639. Big Apple
      alleged that pursuant to a Consulting Agreement it is entitled to 7,600,000
      shares in the Company, plus costs and attorney fees. The suit was settled in
      February 2007 with control of the Company being transferred to Frank A. Moody,
      II.




Pursuant
      to the Settlement, Brian Riley, Fredrick Wicks and Ian Riley agreed to resign
      as
      directors and Officers of the Company (the "Former Directors") Frank A. Moody,
      II Dan Willis and Doug Smith were appointed as the new directors of Company.
      Big
      Apple Consulting USA, Inc. agreed to assume the $160,000 in Company obligations
      to due to Cain, Smith and Strong, LLC Big Apple Consulting USA, Inc subsequently
      defaulted on this obligation and the Company became the obligor to this debt.
      The balance of $120,000 owed as of September 30, 2007 is reflected on the
      Company’s balance sheet.




3. Completion
      of
      Acquisition or Disposal of Assets




The
      Company had been in default in its debt obligations
      to its first lien secured creditor, Cain, Smith & Strong II, L.P., a
      Delaware limited partnership ("CSS"), for over one year. Big Apple Consulting
      USA purchased this note from CSS. The Company repaid the note in its entirety
      by
      issuing to Big Apple Consulting USA, Inc. 20,000,000 of its Common
      Stock.




On
      April 1, 2006, the
      Company transferred the Ricardo's property to CSS for $400,000 debt reduction
      (with the net reduction reflecting delinquent taxes and environmental
      remediation), and transferred the common stock of  its business
      segment, StarCo Environmental Services, Inc. (formerly EDCO Environmental
      Systems, Inc.), the Kincer bulk plant property and the vacant Victoria lot
      to
      CSS for $325,000 debt reduction.




On
      April 11, 2006 the
      Company transferred its remaining property and business segments to CSS in
      exchange for further debt reduction and in consideration of CSS's assumption
      of
      the obligation to pay all remaining delinquent ad valorem taxes owed by the
      Company to Matagorda County and Wharton County, and to pay the Company's other
      scheduled debts, including Petrogas, Travelers and
      McLane.




CSS
      also converted
      $200,000.00 of its debt to 4,000,000 shares of the Company's common stock at
      price of $.05 per share on April 11, 2006.










F-10


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006






The
      results of these
      transactions in fiscal 2006 are described below:




Debt
                reductions of CSS note obligation for:Conveyance
                of Starco Environmental Services common stock
            
            $
            300,000Conversion
                to 4,000,000 shares of common stock
            
            
            200,000Conveyance
                of all remaining assets of the Company
            
            
            893,000Total
                debt reductions of CSS note obligation
            
            
            1,393,000Relief
                of accrued interest on CSS obligations
            
            
            371,000Assumption
                of property taxes by CSS
            
            
            79,000Assumption
                of outstanding notes payable by CSS
            
            
            67,000Assumption/relief
                of remaining scheduled liabilities by CSS
            
            
            305,000Total
                debt reductions and other received value
            
            
            2,215,000Net
                book value of Starco Environmental Services common
                stockowned
                by the Company
            
            
            40,000Net
                receivable from Starco Environmental to other
                Company-ownedSubsidiaries
            
            
            264,000Net
                book value of fixed assets of the Company
            
            
            1,571,000Net
                book value of receivables and other assets of the
                Company
            
            
            212,000Total
                net book value of assets conveyed to CSS
            
            
            2,087,000Net
                gain on conveyance of assets to CSS
            
            $
            128,000Gain
                from disposal of business assets, net (exclusive of
                Starco)
            
            $
            132,000Loss
                from disposal of StarCo Environmental common stock
            
            
            (4,000
            )Net
                gain from conveyance of assets and stock to CSS
            
            $
            128,000




After
      these transfers
      to CSS, the conversion of debt into common stock, and CSS's further reduction
      of
      debt in consideration for the transfers of assets, the remaining obligation
      to
      CSS is $1,206,776.  These transactions resulted in the discontinuation
      of all former business activities by the Company.  Thus, the Company
      has reflected those prior operations, consisting primarily of the Environmental
      Segment operations, as discontinued operations and prior periods have been
      restated. The Company has not allocated interest expense or general
      corporate overhead to discontinued operations.  The otherwise tax
      liability from this transaction is offset by net operating loss carryforwards
      of
      the Company generated from previous years losses.  Accordingly, no
      provision has been recorded.  Summary operating results for the years
      ended September 30, 2006, 2005 and 2004 are as follows (in
      thousands):




2006*
            
            
            2005Revenues
            
            $
            411
            
            
            $
            1,019Income
                (loss) from operations
            
            $
            (248
            )
            
            $
            18*Thru
              April 1, 2006




These
      transfers of assets to CSS, debt conversion and CSS's assumption of the
      obligation to pay certain debts of the Company were all undertaken to facilitate
      a proposed transaction with Homeland Integrated Security Systems, Inc., as
      described above. All of these transactions were designed to preserve the
      potential future value of the stock for the stockholders of the
      Company.




F-11


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006






4. Short
      term
      debt




The
      Company has unsecured short term debt to Cain, Smith and Strong, LLC. At
      September 30, 2007 and 2006, the Company owed $120,000- and $0 respectively.
      Additionally, the Company has unsecured short term debt to Scenic Marketing
      Group, LLC for approximately $33,000, $25,000 in short term debt to Dan Shuck
      and $55,000 to MJMM Investments, LLC. These debts are the result of Company
      expenses being paid by third these parties. Scenic Marketing Group, LLC is
      a
      owned and operated by Frank Moody, the Company’s President/CEO and
      Director.




5. Long-Term
      Debt




Long-term
      debt is summarized as follows at September 30
      (in thousands):




Year
                Ended September 302007
            
            
            2006Note
                payable to CSS/ Big Apple Consulting USA, Inc.
            
            $
            -
            
            
            $
            1,207Total
                long-term debt
            
            $
            -
            
            
            $
            1,207Less
                current maturities
            
            
            
            
            
            $
            (1,207
            )Total
                long-term debt
            
            $
            -
            
            
            $
            -






On
      April
      11, 2006, the Company was notified that CSS had assigned the remaining note
      obligation of approximately $1,207,000 to Big Apple Consulting USA, Inc. under
      the same terms and conditions of the original note agreement between the Company
      and CSS. The Company had been notified by CSS that the note is in default for
      failure of the Company to make the required monthly interest payments. The
      Company repaid this during 2007 by issuing 20,000,000 shares of Common Stock
      in
      accordance with the terms of the note.







F-12


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.




6. Income
      Taxes




The
      difference between the tax effect of net income
      (loss) applied at the statutory federal income tax rates is as follows (in
      thousands):




Year
                Ended September 302007
            
            
            2006Pre-tax
                financialnet
                income (loss)
            
            $
            (1,394
            )
            
            $
            (149
            )Permanent
                items
            
            $
            -
            
            
            $
            -Adjusted
                pre-taxfinancial
                net loss
            
            $
            (1,394
            )
            
            $
            (149
            )Timing
                itemsDifference
                in bookand
                tax depreciation
            
            $
            -
            
            
            $
            61Difference
                in bookand
                tax gain on saleof
                assets
            
            $
            -
            
            
            $
            81Net
                difference indepreciable
                assets
            
            $
            -
            
            
            $
            142Difference
                in bookand
                tax bad debtexpense
            
            $
            -
            
            
            $
            (4
            )Total
                timing items
            
            $
            -
            
            
            $
            138Taxable
                income (loss) before NOL
            
            $
            (1,394
            )
            
            $
            (11
            )Carryforward
                of NOL
            
            $
            1,394
            
            
            $
            11Taxable
                income (loss)
            
            $
            -
            
            
            $
            -




At
      September 30,
      2007, the Company had regular tax net operating loss carryforwards from
      continuing operations aggregating approximately $19.1 million available for
      federal income tax purposes that expire through 2027, of which approximately
      17.8 is subject to limitations on the annual amount that may be utilized, if
      any, as a result of the Company’s change in ownership.




At
      September 30, 2007 and 2006, the Company’s only deferred tax asset was its net
      operating loss carryforward, which the Company has recorded a 100% valuation
      allowance.






F-13


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






7. Common
      Stock




In
      October and December 2006 the Company issued 31,000,000 and 1,821,557
      respectively shares of its Common Stock to Homeland Integrated Securities,
      Inc.  Management believes the stock was improperly issued and has
      filed suit against former management for this action. For more details see
      Note
      9 – Legal Proceedings.




In
      March
      2007, the Company issued 2,000,000 shares of its Common Stock to Big Apple
      Consulting USA to pay back due interest of $100,000 on a note it originally
      entered into in June 2002.




In
      March
      2007, the Company issued 20,000,000 shares of its Common Stock to Frank A.
      Moody, II in order to settle a suit brought against it by Big Apple Consulting
      USA, Inc. The Settlement was valued at $250,000 For more details see Note 9-
      Legal Proceedings.




In
      July
      2007, the Company issued 3,125,000 shares of its Common Stock to Humware Media,
      Inc as payment for Humware Meida for the non-North American rights to market
      Boondoggle Sports Network. The value of the purchase was determined to be
      $500,000.




In
      July
      2007, the Company issued 9,000,000 shares of its Common Stock to MJMM
      Investments, LLC as payment for consulting services related to litigation.
      Theses services were valued at $450,000.




In
      July
      2007, the Company issued 9,000,000 shares of its Common Stock to MJMM
      Investments, LLC. for payment of Investor Relations services for the next 12
      months. Theses services were valued at $450,000.




In
      July
      2007, the Company issued 400,000 shares of its Common Stock to its two
      independent Directors as compensation for their services. The value of these
      services was $16,000.




In
      July
      2007, the Company issued 5,000,000 shares of Stratford Financial Resources,
      LLC
      as compensation for consulting services from July, 2007 to June, 2008. Theses
      services were valued at $200,000.




In
      July
      2007, the Company issued 5,125,000 shares of its Common Stock to HRA Partners,
      Inc. as compensation for consulting services from July, 2007 to June, 2008.
      Theses services were valued at $205,000




In
      July
      2007, the Company issued 6,250,000 shares of its Common Stock to Scenic
      Marketing, LLC. as compensation for consulting services from July, 2007 to
      June,
      2008. Theses services were valued at $250,000




In
      July
      2007, the Company issued 2,875,000 shares of its Common Stock to Digital Fusion
      Group, LLC. as compensation for consulting services from July, 2007 to June,
      2008. Theses services were valued at $115,000




In
      August
      2007, the Company issued 10,000,000 shares of its Common Stock to Humware Media,
      Inc as payment for Humware Media for the creating and managing a Child Watch
      Network. Theses services were valued at $270,000




In
      August
      2007, the Company issued 4,000,000 shares of its Common Stock to Big Apple
      Consulting, USA, Inc. in order to reduce on a loan originally entered into
      in
      June 2002 by $200,000.




In
      August
      2007, the Company issued 4,000,000 shares of its Commons Stock to J. Bennett
      Grocock to pay for legal services provided to the Company. These services were
      valued at $120,000.




In
      September 2007, the Company issued 14,000,000 shares of its Common Stock to
      Big
      Apple Consulting USA, Inc, in order to completely repay the June 2002 note
      originally to JP Morgan Chase. The outstanding value was
      $700,000.






F-14


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






In
      September 2007, the Company exchanged 18,000,000 shares of its Common Stock
      held
      by MJMM Investments, LLC for 675,000 shares of Series B Preferred
      stock.




In
      September 2007, the Company exchanged 56,250,000 shares of its Common Stock
      held
      by Frank A. Moody, II for 57,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 137,500 shares of its Common Stock held
      by
      Joel Smith for 2,750 shares of its Series A Preferred stock.




In
      September 2007, the Company exchanged 2,875,000 shares of its Common Stock
      held
      by Digital Fusion Group, LLC for 57,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 266,000 shares of its Common Stock held
      by
      Dan Shuck for 5,320 shares of its Series A Preferred stock.




In
      September 2007, the Company exchanged 111,897 shares of its Common Stock held
      by
      Julie Snipes for 2,238 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 5,125,000 shares of its Common Stock
      held
      by HRA Partners, Inc. for 102,500 shares of its Series A Preferred
      stock.




In
      September 2007, the Company exchanged 5,000,000 shares of its Common Stock
      held
      by Stratford Financial Resources, LLC for 100,000 shares of its Series A
      Preferred stock.




In
      September 2007, the Company exchanged 2,000,000 shares of its Common Stock
      held
      by Dennis Steinmetz for 40,000 shares of its Series A Preferred
      stock.




In
      September 2007, the Company issued 800,000 shares of Series A Preferred stock
      to
      complete the acquisition of Digital Fusion Television, LLC.




In
      September 2007, the Company issued 800,000 shares of Series A Preferred stock
      to
      complete the acquisition of BMA Partners, LLC.




In
      September 2007, the Company issued 400,000 shares of its Series A Preferred
      stock to Scenic Marketing, LLC in exchange for reducing $200,000 in debt owed
      to
      Scenic Marketing, LLC.




A
      summary of the option activity under the various plans
      follows:






Weighted-Number
              of
            
            
            averageshares
            
            
            option
                priceOutstanding
              at
              September 30, 2004
            
            
            390,350Expired
              in
              2005
            
            
            (87,750
            )
            
            $
            3.31Outstanding
              at
              September 30, 2005
            
            
            302,600Expired
              in
              2006
            
            
            -
            
            
            $
            -Outstanding
              at
              September 30, 2006
            
            
            302,600Expired
              in
              2007
            
            
            -Outstanding
              at
              September 30, 2007
            
            
            302,600






F-15


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






Although
      302,600 options are outstanding at September 30, 2007, only 12,600 underlying
      common shares are registered under a plan. There were no options granted during
      2007, 2006 and 2005.




A
      summary of options outstanding and options exercisable
      at September 30, 2007 is as follows:






WeightedAverage
            
            
            
            Weighted
            
            
            
            
            
            WeightedOptions
            
            
            Exercise
            
            Remaining
            
            Average
            
            
            Options
            
            
            AverageOutstanding
            
            
            Price
            
            Contractual
                Life
            
            Option
                Price
            
            
            Exercisable
            
            
            Option
                Price12,600
            
            
            $
            -
            
            1.66
                years
            
            $
            -
            
            
            
            12,600
            
            
            $
            -290,000
            
            
            
            0.15
            
            3.41
                years
            
            
            0.15
            
            
            
            290,000
            
            
            
            0.15302,600
            
            
            $
            0.15
            
            2.41
                years
            
            $
            0.15
            
            
            
            302,600
            
            
            $
            0.15




A
      summary of warrants outstanding and warrants
      exercisable at September 30, 2007 is as follows:





WeightedAverage
              
              
              
              
              
              WeightedWarrants
              
              
              Exercise
              
              
              Remaining
              
              
              Average
              
              
              WarrantsOutstanding
              
              
              Price
              
              
              Life
              
              
              Warrant
                  Price
              
              
              Exercisable12,600
              
              
              $
              -
              
              
              1.66
                  years
              
              
              $
              -
              
              
              
              12,600290,000
              
              
              
              0.15
              
              
              3.41
                  years
              
              
              
              0.15
              
              
              
              290,000302,600
              
              
              $
              0.15
              
              
              2.41
                  years
              
              
              $
              0.15
              
              
              
              302,600




At
      September 30, 2007, the Company had an aggregate 110,657,392 shares of common
      stock issued, with 110,729,981 issued and outstanding after consideration of
      treasury stock. The Company is authorized to issue up to 500,000,000 shares
      of
      common stock, of which approximately 302,600 shares are reserved for vested
      stock options and 175,000 shares are reserved for Warrants.




8. Related
      Party
      Transactions




In
      April
      2007, the Company entered into a contract with Scenic Marketing Group, LLC
      a
      company owned by Frank A. Moody, II to provide management services to the
      Company. The Company issued 6,125,000 commons shares to Scenic Marketing Group,
      LLC for services from April 2007 through March 2008. Compensation for the 2007
      fiscal year has been reported in the Executive Compensation table under Item
      11
      of this filing.




In
      June
      2007, the Company entered into a contract with Stratford Financial Resources,
      LLC a company owned by Gary A. Musselman to provide management services to
      the
      Company. The Company issued 5,000,000 commons shares to Stratford Financial
      Resources, LLC for services from July 2007 through June 2008. Compensation
      for
      the 2007 fiscal year has been reported in the Executive Compensation table
      under
      Item 11 of this filing.




In
      June
      2007, the Company entered into a contract with HRA Partners, Inc a company
      owned
      by Don Wood to provide management services to the Company. The Company issued
      5,125,000 commons shares to HRA Partners, Inc for services from July 2007
      through June 2008. Compensation for the 2007 fiscal year has been reported
      in
      the Executive Compensation table under Item 11 of this
      filing.




In
      June
      2007, the Company entered in to a royalty agreement with Child Watch North
      America, Inc. Don Wood, Chief Operating Officer and a Director of the Company
      is
      the Executive Director of Child Watch North America, Inc.




In
      September 2007, the Company acquired Digital Fusion Television, LLC. Digital
      Fusion Television, LLC was owned 50% by Gary Musselman the Company’s Chief
      Financial Officer and a Director.




F-16


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






In
      September 2007, the Company acquired BMA Partners, LLC. BMA Partners, LLC was
      owned 50% by Don Wood the Company’s Chief Operating Officer and a
      Director.




From
      time
      to time the Company makes advances to individuals who are shareholders,
      directors, officers and/or employees. Such advances are usually unsecured and
      accrue interest. There were no advances outstanding at September 30, 2006 and
      2005.




9. Legal
      proceedings




In
      July,
      2007, The Board undertook an internal investigation into the Previous Board's
      management of the Company. The Board's internal investigation discovered
      evidence of mismanagement by WatchIt's Previous Board, including the
      unauthorized issuance of over 31,000,000 shares of WatchIt's stock to Homeland
      Integrated Security System, Inc. In order to recover for the losses incurred
      as
      a result of the Previous Board's mismanagement, on August 1, 2007, WatchIt
      filed
      a complaint in the United States District Court for the Northern District of
      Texas,  Case No.3:07-cv-1332-D, which alleges that the individual
      members of the Previous Board breached their duties to Evans and violated the
      Federal Securities Laws. WatchIt intends to vigorously pursue its claims against
      the Previous Board.  The Company is awaiting answers to the Complaint
      it filed.




On
      January 5, 2007, the Company  was named a defendant in a law suit with
      Big Apple Consulting, USA, Inc. as Plaintiff (Circuit Court of the 18th Judicial
      Circuit in and for Seminole County, Florida; Case No. 06 CA 2639). Big Apple
      alleged that pursuant to a Consulting Agreement it was entitled to 7,600,000
      shares in the Company, plus costs and attorney fees. In February 2007, the
      lawsuit was settled upon the resignation of the previous Board of Directors
      and
      executive management. The Company recorded $250,000 and $450,000 in fees to
      settle this issue. All expenses were settled by issuing restricted shares of
      the
      Company’s Common Stock.




On
      October 4, 2007 a suit was filed in the District Court of Wharton County Texas
      naming the Company and some of its former officers as defendants Case No.
      42,835. The complaint alleges that the Plaintiff has a first right of refusal
      to
      purchase property formerly owned by the Company.  The Company is
      defending itself against this action. Management is not reserving for losses
      as
      of the date of this filing. Management believes the Company will prevail in
      defending itself against this action.




10. Contingent
      Liabilities




Other
      contingent liabilities




On
      June
      22, 2002 and as part of the Restructuring Transactions, the Company issued
      to JP
      Morgan Chase Bank a non-interest bearing $2,000,000 contingent note. Under
      the
      terms of the contingent note, the note is payable only upon the occurrence
      of
      each of the following conditions: (i) the closing bid price of the Company's
      common stock exceeds $5.00 for 180 consecutive trading days;




(ii)
      the
      Company's debt to equity ratio shall be less than 50%; (iii) the Company's
      revenue/debt ratio shall be less than 0.05, and (iv) the Company's interest
      burden coverage shall be greater than 20 times. Should all of these conditions
      be met, the note would have a maturity date of 5 years from the date such
      conditions are met. Should the payment conditions not be met by June 21, 2012,
      the note will
      be
      automatically null and void. The contingency note's purpose was for JP Morgan,
      for having made prior concessions to the Company, to participate in any
      financial windfall of the Company, should such an eventuality occur. It is
      management's opinion that it is very unlikely this note will become effective
      prior to the termination date.




11. Results
      of
      Operations, Liquidity and Management's Plans




During
      the year ended September 30, 2007, the Company has recorded a net loss of
      $1,394,000.




In
      December 1999, the Company received notification from NASDAQ stock exchange
      that
      the Company was not in compliance with two requirements for continued listing
      on
      the NASDAQ NMS. On February 17, 2000, the Company was delisted from the NASDAQ
      NMS. In February 2007, the Company was notified that it failed to meet the
      requirements of over the counter bulletin board and was delisted. The Company's
      common stock is now traded on the Pink Sheets administered by PinkSheets.com.
      The Company's ability to raise additional equity capital in the future could
      be
      adversely affected with the Company's common stock no longer listed on
      a




F-17


WatchIt
      Technologies, Inc.


Notes
      to
      Consolidated Financial Statements September 30, 2007 and
      2006.






national
      exchange. Management is committed to uplifting back to the Over the Counter
      Bulletin Board administered by NASDAQ during the current fiscal year. In order
      to be up-lifted to this exchange the Company must have submitted reports within
      established deadlines for 3 consecutive quarters. With the filing of the Annual
      Report, the Company will have met that requirement.. The Company has the
      agreement of a Market-Maker to assit it in the up-lift
      process.




12. Segment
      Reporting




The
      Company operates in one reportable segment under the Statement of Financial
      Accounting Standards (“SFAS”) No. 131, Disclosures
      about
      Segments of an Enterprise and Related Information
































































F-18