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

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended January 31, 2012

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

          For the transition period from ___________ to ______________

                        Commission file number 333-159607


                           ONLINE TELE-SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

             Nevada                                              98-0583175
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

Block 225, 02-213, Tampines St. 23, Singapore                      521225
  (Address of principal executive offices)                       (Zip Code)

                                 (702) 553-3026
              (Registrant's telephone number, including area code)

              Securities registered under Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      None                                                N/A

              Securities registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Indicate by checkmark if the  registrant  is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by checkmark  whether the registrant has (1) 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  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by checkmark  whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates as of July 31, 2011 was approximately  $35,000 based upon 700,000
shares held by  non-affiliates  and a closing market price of $0.05 per share on
the last day of the registrant's most recently completed second fiscal quarter.

As of May 15,  2012,  there were  66,000,000  shares of common  stock issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part IV.
<PAGE>
                              AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange  Commission,  or SEC, are  available at the SEC's public  reference
room at 100 F Street,  N.E.,  Washington,  D.C.  20549.  The  public  may obtain
information on the operation of the public  reference room by calling the SEC at
1-800-SEC-0330.  The SEC also maintains a website at  www.sec.gov  that contains
reports,  proxy  and  information  statements  and other  information  regarding
reporting companies.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

ITEM 1.     Business                                                           4
ITEM 1A.    Risk Factors                                                      11
ITEM 2.     Properties                                                        17
ITEM 3.     Legal Proceedings                                                 17
ITEM 4.     Mine safety Disclosures                                           17

                                     PART II

ITEM 5.     Market for the Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                 17
ITEM 6.     Selected Financial Data                                           18
ITEM 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                             18
ITEM 8.     Financial Statements and Supplementary Data                       26
ITEM 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure                                              40
ITEM 9A.    Controls and Procedures                                           40
ITEM 9B.    Other Information                                                 41

                                    PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance            41
ITEM 11.    Executive Compensation                                            42
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   43
ITEM 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      45
ITEM 14.    Principal Accountant Fees and Services                            45

                                    PART IV

ITEM 15.    Exhibits Financial Statement Schedules                            45
Signatures                                                                    46

                                       2
<PAGE>
                                     PART I

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements.  These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements by  terminology  such as "may,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue"  or the negative of these terms or other  comparable
terminology. These statements are only predictions and involve known and unknown
risks,  uncertainties  and other  factors,  including  the risks in the  section
entitled "Risk Factors" and the risks set out below,  any of which may cause our
or  our  industry's   actual  results,   levels  of  activity,   performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance   or   achievements   expressed   or  implied  by  these
forward-looking  statements.  These risks include,  by way of example and not in
limitation:

     *    the uncertainty that we will not be able to successfully  identify and
          evaluate a suitable business opportunity;
     *    risks  related to the large number of  established  and  well-financed
          entities that are actively seeking suitable business opportunities;
     *    risks related to the failure to successfully  manage or achieve growth
          of a new business opportunity; and
     *    other risks and uncertainties related to our business strategy.

This list is not an  exhaustive  list of the factors  that may affect any of our
forward-looking  statements.  These  and  other  factors  should  be  considered
carefully  and readers  should not place undue  reliance on our  forward-looking
statements.

Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the  statements  are made and we undertake no obligation to
update  forward-looking  statements if these beliefs,  estimates and opinions or
other  circumstances  should change.  Although we believe that the  expectations
reflected in the forward-looking  statements are reasonable, we cannot guarantee
future  results,  levels of activity,  performance  or  achievements.  Except as
required by applicable law,  including the securities laws of the United States,
we do not  intend to update  any of the  forward-looking  statements  to conform
these statements to actual results.

The safe harbors of  forward-looking  statements  provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued  securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe  harbors set forth under the Private  Securities  Litigation  Reform Act of
1995 are unavailable to us.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

In this  annual  report,  unless  otherwise  specified,  all dollar  amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.

As used in this annual  report,  the terms  "we," "us," "our" and "Online  Tele"
mean Online Tele-Solutions Inc., unless otherwise indicated.

                                       3
<PAGE>
ITEM 1. BUSINESS

GENERAL

We were  incorporated  in the state of Nevada on June 5, 2008.  Our  offices are
currently located at Block 225, 02-213,  Tampines St 23, Singapore  521225.  Our
U.S.-based telephone number is (702) 553-3026.  Our website,  which is currently
being developed, is www.online-tele-solutions.com.

We intend to develop and offer  Internet-based  hosted call center  services for
small to medium sized  companies,  or companies with between 10 - 500 employees,
that are seeking to  establish  their own  internal  support  and  telemarketing
divisions. We intend to provide call-center software to our customers which will
enable them to handle  outbound  calls,  inbound calls and a combination of both
from  their own  locations.  We will host  their  customer  calling  data on our
servers,  and our  customers  will be able to access  the  functionality  of our
software  via a web browser  such as Internet  Explorer.  Our product will blend
together  features  of Voice over  Internet  Protocol  ("VoIP")  technology  and
customer  relationship  management  ("CRM")  software.  To date, we have secured
office space,  taken steps to retain a transfer agent,  and have been in contact
with professional  advisors  regarding legal compliance,  accounting  disclosure
statements and financial reporting.  We have also begun developing a website and
have  engaged a  contractor  to develop  our  software.  We intend to launch our
"information  only" web site  during the third  quarter of the fiscal year ended
January 31, 2012.

MARKET OPPORTUNITY

Many businesses are using  international  call centers to gain visibility in the
marketplace,  some for direct sales and marketing, while others use call centers
to resolve customer product and service  inquiries.  Businesses of all sizes use
call centers,  including Fortune 500 companies with  multi-national  operations,
and small businesses,  such as local banks,  insurance  companies and hospitals,
use call  centers  for a  variety  of  customer  service,  marketing  and  sales
programs.

Most call centers have used Customer  Relationship  Management  ("CRM") software
programs  like ACT! by Sage  Software,  one of the leading  selling  contact and
customer management  software programs,  to track and record sequential contacts
and discussions  with customers.  Initially,  CRM software  programs were loaded
onto a personal computer as a stand-alone application.  As such, a company using
CRM would be required  to purchase  one copy for every  personal  computer  that
served  as a  workstation  for its  staff.  Today,  with the use of  local  area
networks, CRM software has been adapted for simultaneous multi-users.

We believe that the Internet has become a universal delivery  platform.  Through
the  Internet  existing  vendors  are able to refine  the CRM  software  into an
Internet-delivered  service  and are able to enhance  that  product  offering by
hosting it on a company's  server(s) and  delivering it to individual  customers
via the Internet.  We intend to capitalize on this particular delivery method by
offering a hosted  call center  service  that  borrows the style of  methodology
being  offered by  existing  vendors  and  packaging  it for the small  business
sector.  Based on our initial research,  we believe we can deliver a hosted call
center  solution that will be affordable in cost and equal to, and in some cases
surpass, those call center solutions that are currently available in the market.

A hosted call center is a call center without in-house  distribution  equipment.
The PBX, automated call distributor  ("ACD") and related equipment are hosted by
a third party.  Virtual call centers,  also called "hosted call centers," enable
agents  to work in  remote  locations.  Calls  may  come in and out via  regular
telephone lines or voice over IP (VoIP).

We provide a hosted  environment  that will allow our customer to have their own
call center  without  investing  in an in-house  solution.  We intend to provide
call-center  software to our customers which will enable them to handle outbound
calls, inbound calls and a combination of both from their own locations. We will
host their customer calling data on our servers,  and our customers will be able
to access the  functionality  of our software via a web browser such as Internet
Explorer.  We refer to this in this  prospectus  our  "hosted  call  center"  or
"hosted software" solution, services or product.

                                       4
<PAGE>
We believe that many companies require a robust yet inexpensive  integrated call
center  solution  that  combines  best  practices  of CRM with  VoIP in order to
maintain  contact  with their  existing  customers  and  establish  contact with
prospective customers. Through our online hosted call center services, we intend
to address  such needs by  providing a software  solution for small call centers
with  advanced  functionality  that is  typically  available  only  in  high-end
solutions, such as CRM, VoIP and telephony-CRM integration.

Our intended  customers are small call centers and businesses  seeking to set-up
their own call centers.  Our intended  customers are businesses  with between 10
and 500 employees,  particularly  the lower and middle range of this market,  or
companies  with fewer than 200 employees.  By subscribing to our service,  these
businesses  will use our hosted call center  solution  rather than deploy  their
own, which, we believe,  in turn,  will provide them with  substantial  economic
savings as well as the opportunity to focus on their core competency.  Moreover,
our product/service will eliminate the need for companies seeking to establish a
call center to retain the personnel to maintain their operations.

OUR PRODUCTS AND SERVICES

Our  research  has  helped us  better to  understand  the call  center  products
currently  available  in the market,  as well as how we can develop a product to
fill the gap in the  marketplace.  We believe that  existing  online call center
products appear to restrict or limit the number of advanced functions  available
to subscribers,  choosing instead to attract  subscribers with low prices rather
than  the  quality  of the  product  or the  functions  made  available  to each
customer.  Additionally, upon subscription, most existing companies that provide
hosted call center  services  require their customers to pay additional fees for
separately priced modules or functions.

As described above, we intend to provide  call-center  software to our customers
which will enable them to handle outbound calls, inbound calls and a combination
of both from their own locations.  We will host their  customer  calling data on
our servers,  and our customers will be able to access the  functionality of our
software via a web browser  such as Internet  Explorer.  Our online  hosted call
center  services will include the best  practices of CRM, web  technologies  and
VoIP. Our hosted call center product offering will target the needs of the small
and medium sized call center  operators,  companies  seeking to deploy their own
internal call center, or individual customers. By subscribing to our service and
through the use of our product,  our  customers  will have the ability to handle
outbound calls, inbound calls and a combination of both.

We can offer no assurance  that we will be successful in developing and offering
our  products  and  services.  Any number of factors  may impact our  ability to
develop our products and services,  including our ability to obtain financing if
and when necessary; the availability of skilled personnel;  market acceptance of
our products,  if they are developed;  and our ability to gain market share. Our
business will fail if we cannot  successfully  implement our business plan or if
we cannot develop or successfully market our products and services.

REGISTRATION PROCESS

Upon visiting our web site,  customers will find general  information  about our
Company and about the products and services we provide.  Interested parties will
be able to register with us at no cost and upon  registration,  each  subscriber
will receive email updates, a quarterly newsletter which we plan to produce once
our  business  is  operational  and other  pertinent  announcements  that may be
disseminated to customers and potential customers.

We intend for the online  registration  process to collect  contact  information
about the  subscriber.  We  anticipate  that this data will be converted to form
part of the subscriber's  private section on our web site. A survey will also be
conducted  wherein  each  subscriber  will be requested to share his, her or its
objectives or reasons for interest in our product. Collecting and reviewing this
type of  information  will  assist  our  staff in  future  discussions  with the
subscriber and will further assist us in our product development.

                                       5
<PAGE>
SUBSCRIBER PORTAL

Our plans  anticipate  that once the  registration  process  is  complete,  each
subscriber  will be directed to the "Subscriber  Portal." The Subscriber  Portal
will be a dedicated web page created for each subscriber that registers with us.
Each subscriber that chooses to register for our services will be able to access
our product and service  immediately upon payment through the Subscriber Portal.
The Subscriber Portal will be developed around a CRM platform that provides each
customer with an easy-to-use  web interface.  Information  about the qualitative
and  quantitative  nature of  customer  contacts  will be managed  from a single
user's interface.

Our  product  will be  developed  in  modular  fashion,  which  means it will be
developed  as separate  functional  modules  rather than one  program,  and then
linked  together so as to offer an  integrated  solution for our  customers.  We
believe that developing our software this way will provide  greater  flexibility
for future development and customization of the software. It will also enable us
to provide the users of the software with the ability to add and drop functions,
and customize the software for their use.

Each  customer  will also be given the ability to customize the feel and look of
the Subscriber Portal. In addition, each customer will be able to add and delete
functions from his, her or its Subscriber  Portal.  This function is intended to
simplify  the  interface   for  those   customers  who  do  not  need  the  full
functionality of our product.

ACCESS LEVELS

Customers will have multiple access levels to the Subscriber Portal, one for the
subscribing  company's  general use (the Company Access),  one for the company's
managers and one for each user at the Company.

COMPANY ACCESS - We will provide a subscribing company with general access which
                 will permit the  subscribing  company to manage,  add, edit and
                 suspend Manager and User Accesses.

MANAGER ACCESS - Those with Manager Access will be able to add, edit and suspend
                 the  access  of  particular  Users  assigned  to such  Manager.
                 Managers are also able to access  active  conversation  between
                 users and are given the  ability to join  active  conversations
                 between  users,  as well as give  instruction to support staff.
                 Moreover,  Managers are able to record calls,  whether randomly
                 or all calls for specific operators as well as review the calls
                 and the records of certain operators.

USERS ACCESS -   This  is the  interface  that  each  user  will  use to  access
                 customer records needed to support a customer or a process.

ADMINISTRATIVE PORTAL

The  Administrative  Portal  section  of the web site is for our  Company's  use
through  which we will be able to handle the back  office  functions  of working
with our customers.  The  Administrative  Portal will be password  protected and
will feature high level encryption in order to prevent  unauthorized access. Our
officer and employees  will be able to monitor web site  activity,  activate and
revoke password access as deemed  necessary and produce  monthly,  quarterly and
annual reports as needed through the Administrative Portal.

PRODUCT DEVELOPMENT

EARLY STAGE DEVELOPMENT - We are currently building our website and to date have
completed   approximately  90%  of  its  development.   We  plan  to  launch  an
"INFORMATION  ONLY" web site  during the third  quarter of the fiscal year ended
January 31, 2013. By doing so our plan is to be able to begin building  interest
in our Company during the  development  phase,  and that this will encourage web
site visitors to return at a later date.

HIRING  OF  CONTRACTOR  FOR  SOFTWARE  DEVELOPMENT  - We have  hired an  outside
contractor  for  software  development,  which will entail  integrating  an open
source telephony software program with an open source CRM program. We expect the
initial work, which includes  completion of our  "information  only" website and
initial database design, will be completed within approximately during the third
quarter of our fiscal year ended  January 31, 2013. We expect the balance of the

                                       6
<PAGE>
project,  which  includes the continued  development  of our  software,  will be
completed during the first quarter of our fiscal year ended January 31, 2013. We
will require  additional  funding in order to complete  plans beyond our initial
budget for developmental expenses.

DATA  CENTER  SELECTION  - The  selection  of a data  center  which  leases  and
collocate servers,  where we will host our servers, is essential to our success.
Service quality and reliability are critical to our selection process. We intend
to commence these leases  immediately  after the software  development  phase is
complete.  We plan to commence  leases for two  development  servers  during the
fourth quarter of fiscal 2012 or the first quarter of fiscal 2013, and lease two
production servers during the second or third quarters of fiscal 2013.

EVALUATION  - We intend to invest  in two  computers  to be used as  development
servers.  One will be used for the telephony  software and the other one for the
CRM software.

We will evaluate several telephony and CRM software and determine which solution
best serves our needs. We will develop a requirement list that will assist us in
the selection of software. The selection will be based on:

     *    Availability of needed functionality in the software;
     *    The ability to customize and add functionality to software;  and
     *    The ability to integrate the telephony software to the CRM software

We  anticipate  that the process of  evaluating  telephony and CRM software will
take approximately two months.

SPECIFICATIONS  AND  HIGH-LEVEL  DESIGN  - - We  intend  to  develop,  with  the
assistance of our contractor,  the detailed specifications for the product. This
includes:

     *    The way the  telephony and CRM software  interact  with each other;
     *    Adapting the CRM and VoIP  softwares to work in a hosted  environment;
          and
     *    Developing  the graphical  interfaces for the user as well as the back
          office administrative area

It is  anticipated  that this  process  will take  approximately  one and a half
months.

INSTALLATION  AND  INTEGRATION - During this phase,  our contractor will install
the telephony and CRM software and commence the  integration of the two in order
to determine  whether each  component  works  seamlessly  with the other.  It is
during  this phase that it is  determined  whether  our  telephony  system  will
accurately   be  able  to  detect  the  phone  number  of  a  customer   service
representative  upon receipt of a call and whether such  information is accurate
and effectively  passed into the CRM software.  Upon receipt by the CRM software
of the  required  information,  our  system  will  cross  reference  it with the
database  and  load  the  customer's   information   to  the  customer   service
representative computer.

It is  anticipated  that  the  Installation  and  Integration  phase  will  take
approximately two months.

CUSTOMIZATION OF CUSTOMER  INTERFACE(S) - During this phase, we will modify each
interface  to include  telephony  specific  functions  such as answering a call,
making a call,  recording a call, measuring the length of the call and the like,
as required by each customer.  We expect this phase to take approximately  three
months of development.

DEVELOPMENT OF RESELLER INTERFACE - - We will develop a Reseller Interface which
will enable each  reseller  to review the number of sales made,  the  commission
earned by each reseller,  commission paid to each reseller and the commission he
is  owed by our  Company.  We  expect  that we will  spend  three  weeks  on the
development of the reseller interface.

INTEGRATION  OF THE  SOLUTION TO OUR WEB SITE - Our outside  contractor  will be
responsible  for  the  integration  of  the  product  into  our  web  site.  The
integration  process is intended to enable our customers to register for service
from our web site and further  permit agents to login to their accounts from our
site. Our site will also include a free demonstration  which potential customers
can subscribe to. We expect that this process will take approximately one month.

                                       7
<PAGE>
DEVELOPMENT  OF TRAINING  MATERIAL - Our  officer,  with the  assistance  of our
contractor,  will be responsible for the  development of the necessary  training
materials and Frequently Asked Questions for future customers' use. The training
material will be available on our web site.

BETA TRIAL - We intend to conduct a Beta trial with a select  group of resellers
and  customers  prior to the formal  launch of our product.  The feedback of the
trial will be used to affect future modifications and enhancement to our initial
system. We expect that the Beta test period will last approximately  three weeks
and any necessary  corrections or  improvements  to our system based on the Beta
trial will take another three weeks.  Non-critical feedback will be incorporated
into the development schedule for our second year of operations.

We plan to use industry-standard, 128-bit encryption for all web pages delivered
to our customers,  and to encrypt our customers'  data on our system in order to
secure their information.

FEES AND PAYMENT METHOD

For our product and services,  we intend to charge a $1,000  one-time set-up fee
per  customer.  We will then charge a flat fee of $100 per user at the  company,
per month. We plan to generate  additional  revenue from providing  services for
inbound and outbound calls. We will charge $0.02 for outgoing minutes and $0.016
for incoming minutes.

We will initially  block outgoing calls to regions  outside of Canada and United
States.  Calls  coming in from regions  other than the United  States and Canada
will not be similarly  restricted.  We intend to unblock outgoing  international
calls upon  developing a pre-paid  solution  through which our customers will be
able to make  international  calls as long as they have a  positive  balance  in
their  account  with us; and  implementing  processes  to minimize the impact of
fraudulent  calls.  Since call  centers  primarily  serve a regional or national
service  area,  we do not believe  that  blocking  calls to regions  outside the
United  States and Canada will impact the success or our business or our ability
to gain customers and create revenues.

Variable telephony charges will depend on the number of minutes used.

We   plan   to   use   the   internationally    recognized   PayPal.com   system
(http://www.paypal.com/) for all financial transactions. PayPal is a credit card
merchant and a financial  services  company that accepts and clears all customer
credit card payments on behalf of participating merchants,  such as our company.
We intend to use PayPal because it does not require a long-term commitment.

MARKETING & SALES STRATEGY

Our marketing  strategy will be focused on developing a network of resellers and
building our brand name. We plan to use a number of marketing tactics to develop
brand name.

Our  directors  have used and will continue to use their own network of personal
contacts in the small and medium business  sector in order to generate  business
for us. This included direct telephone contact,  email  correspondence and email
newsletters.  To date, our initial  contacts have generated  limited interest in
our Company,  but no sales have developed as a result of their initial marketing
efforts.  Additionally,  we intend to use online  demonstrations  as a marketing
tool once we have arranged  sufficient  contacts in the judgment of our officers
and directors.

As part of our growth  strategy,  we plan to  identify,  recruit  and  develop a
network of resellers  that are already  working with small business  owners.  At
that same time,  we intend to sell  directly to end users  through our web site.
Our  goal is to  shift  the  sales  and  marketing  operations  to our  reseller
community  over a period of several  years.  To date, we have not yet identified
any  resellers.  We intend to begin  developing our network of resellers when we
complete our beta website.

Our research has led us to conclude  that an effective  component of a marketing
strategy to identify business owners is through their professional  advisors. We
plan to promote our  products and services to  information  technology  services
firms with online email campaigns, testimonials in online advertising pieces and
articles  submitted to national and regional  chapters about trends in small and
medium  size  businesses.  We  intend to begin  examining  other  marketing  and
promotional activities such as attending business trade shows to gain brand name
exposure and attract more customers  after we have  established  and implemented
our initial  marketing  strategy and have had an  opportunity  to evaluate their
success.

                                       8
<PAGE>
We also  expect to attract  customers  through  our web site.  Once a  potential
reseller has subscribed with us, we intend to initiate contact with the reseller
through  one-on-one and group  telephone  discussions.  During that time we will
have an opportunity to learn more about the reseller's  business and how he, she
or it engages small and medium business owners,  the type of services he, she or
it offers and how our product offering fits into what the reseller does. We also
intend to conduct online training and orientation sessions.

We also  intend to use our  "information  only" web site as an online  marketing
tool. Our directors will use email to send out general  information to potential
subscribers  and  resellers and direct them to our web site for more details and
to view the online demonstration.

ONLINE ADVERTISING

We intend to undertake an online advertising  campaign using Google Adwords as a
component of our  marketing  strategy.  We have selected  Google  because of its
status as one of the leading online search  engines.  The Google Adwords program
will allow us the flexibility to customize the  advertising  campaign around our
choice of keywords, length of time and frequency of insertions and the option to
start and stop at times that are  convenient  to our  schedule.  We believe that
using the Google Adwords will give us the maximum  amount of online  coverage at
an  affordable  price and the  flexibility  to closely  monitor the costs of the
campaign.  We plan to use  keywords  that an  online  web  visitor  may use when
looking for information about hosted call centers.

We may  also in the  future  consider  publishing  quarterly  newsletters  as an
additional  marketing  tool. If we undertake to use this  marketing  device,  we
would distribute these  newsletters to potential  customers  identified  through
uses of bulk mailing lists which we would purchase.

INDUSTRY TRADE SHOWS

Our directors  will be attending  industry trade shows and offering to appear as
guest speakers in order to boost our brand and our offerings in the marketplace.
This is an important opportunity to meet face-to-face with potential subscribers
and resellers.

SEARCH ENGINE OPTIMIZATION

Another  facet of our marketing  plan is to work on search engine  optimization.
Search  engines are designed to search out keywords as online users look for the
information  they want.  Meta-tags  act as  keywords  that  reside in the hidden
infrastructure  of a web page and help to  highlight a web page when  someone is
using a search engine to find information. Relevant content is also essential to
obtain higher ranking.  For example, by including keywords such as "CALL CENTER"
on our web page,  the search  engines will identify our web pages as a match for
the search request.  The effect of this marketing tactic is to have our web page
appear higher on the list of results for the online user looking for information
about a call  center.  Our research  shows that the majority of online  visitors
typically look at the search results in descending order. The higher up the list
a search result appears,  the higher the  probability  that the online user will
click through to the web site.

SALES REVENUE

We anticipate that our revenue will come from two primary sources:  first,  from
direct sales to small and medium  business  owners that  subscribe to our online
call center  services and second,  from our network of resellers.  We anticipate
that our operations will begin to generate revenue approximately 18 to 24 months
following the date of this prospectus.

One of our long-term goals is to educate and develop our network of resellers to
be able to  handle  sales  inquiries.  In order to  achieve  this,  we intend to
actively  solicit  resellers  during  the 18 months  following  the date of this
prospectus.  We plan to have our reseller  network  attend  routine and periodic
training  throughout  their tenure to assure their  competitiveness.  To date we
have not identified any resellers, although we intend to continue this approach.

Our  research  suggests  that  resellers  will come  from a number  of  business
categories.  We  anticipate  working with  resellers  that  include  information
technology  companies,  computer  system  integrators,  management  consultants,

                                       9
<PAGE>
telephone  interconnect  companies  and others  companies  that are  involved in
selling to small and medium  businesses.  A large part of our sales process will
be  devoted to online  training  of  resellers  and  helping  them to market our
product to end users.

Our directors have already identified a number of prospective  resellers through
extensive  internet  research for  information  technology  ("IT")  professional
services  companies,  and plan to approach  them during the product  development
period.  We  intend  to  target  businesses  through  their  IT  providers,  and
accordingly  intend to focus on resellers that have national and regional reach.
We also plan to invite a small group to  participate  as Beta-test  sites during
the development process. We anticipate that the Beta-test sites will lead to the
development of the initial members of our reseller community.

We will compensate our resellers on a commission basis,  based on an agreed-upon
percentage of the recurring monthly fee we will charge to our customers.

To date, we have focused on product  development and executing the initial stage
of the marketing effort. We have not earned any sales revenue during this time.

ACTIVITIES TO DATE

We have begun the development of our non-functional information-only website and
have commenced  development of our software. We have also identified a developer
and  management is working with them to design our  database.  We expect to have
our non-functional  information-only  website  operational by the end of October
2012. We have begun the full  development of our software.  We will commence our
marketing  efforts upon the  development of our  downloadable  client  software.
Further,  we have  researched the market for computer  servers and a web hosting
service, and we have identified office space that we deem adequate,  although no
formal written agreements have been entered into.

We can offer no assurance  that we will be successful  in developing  the hosted
service,  client software,  or the enterprise  messaging product,  or that these
products will be  marketable if developed.  Any number of factors may impact our
ability to develop our products,  including  our ability to obtain  financing if
and when necessary; the availability of skilled personnel;  market acceptance of
our products,  if they are developed;  and our ability to gain market share. Our
business  will fail if we  cannot  successfully  implement  our  business  plan,
develop our products or successfully market our products and capabilities.

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

We believe there are no constraints on the sources or  availability  of products
and  supplies  related to our  development  of our  website  and  Internet-based
business.

PATENTS,   TRADEMARKS,   LICENSES,   FRANCHISE   RESTRICTIONS   AND  CONTRACTUAL
OBLIGATIONS & CONCESSIONS

We intend to protect our website with copyright laws.  Beyond our trade name, we
do not hold any other intellectual property.

EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATION

We do not believe that government  regulation will have a material impact on the
way we conduct our business, however, any government regulation imposing greater
fees for  Internet use or  restricting  information  exchange  over the Internet
could  result in a  decline  in the use of the  Internet  and the  viability  of
Internet-based services, which could harm our business and operating results.

                                       10
<PAGE>
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any research and  development  costs to date. We have plans
to undertake  certain  research and development  activities  during the first 12
months  following the date of this prospectus  related to the development of our
website.

EMPLOYEES

We have  commenced  only limited  operations,  and therefore  currently  have no
employees other than our sole officer,  who spends approximately 10 hours a week
on our business.  Within the next twelve  months,  we intend to hire a full-time
employee who will act as an executive sales person and first level support.  His
or her responsibility will include contacting potential resellers, responding to
inquiries and training new resellers and subscribers.

As our business and operations  increase,  we will hire full time management and
administrative support personnel.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates,  projections or other  "forward  looking  statements".  Such "forward
looking  statements"  involve various risks and uncertainties as outlined below.
We caution the reader that important factors in some cases have affected, and in
the future could materially  affect,  actual results and cause actual results to
differ materially from the results expressed in any such estimates,  projections
or other "forward looking statements".

The securities  offered hereby involve a substantial  risk of loss.  Prospective
investors should carefully consider the risks and uncertainties  described below
before  making an  investment  in our  securities.  The risks and  uncertainties
described below are those which management  currently believes may significantly
affect us.

                         RISKS RELATING TO OUR BUSINESS

WE ARE UNCERTAIN OF OUR ABILITY TO FUNCTION AS A GOING  CONCERN,  INDICATING THE
POSSIBILITY THAT WE MAY NOT BE ABLE TO OPERATE IN THE FUTURE.

To date, we have  completed  only the initial stages of our business plan and we
can provide no assurance that we will be able to generate a sufficient amount of
revenue, if any, from our business in order to achieve profitability.  It is not
possible at this time for us to predict with assurance the potential  success of
our  business.  The revenue and income  potential of our  proposed  business and
operations are unknown.  If we cannot continue as a viable entity,  you may lose
some or all of your investment in our common stock.

AS A  COMPANY  IN THE  EARLY  STAGE OF  DEVELOPMENT  WITH AN  UNPROVEN  BUSINESS
STRATEGY, OUR LIMITED HISTORY OF OPERATIONS MAKES EVALUATION OF OUR BUSINESS AND
PROSPECTS DIFFICULT.

We were  incorporated  on June 5, 2008 and our  business  is in the  development
stage.  To date,  we have not earned any  revenues.  Our business  prospects are
difficult to predict because of our limited  operating  history,  early stage of
development and unproven business strategy.  Our business  activities during the
12 to 18 months  following  the date of this  prospectus  will be focused on the
development  of our website,  the  development of a network of resellers and the
establishment of our brand name. We may not attain profitable operations and our
management may not succeed in realizing our business objectives.

OUR BUSINESS WILL FAIL IF WE ARE UNABLE TO DEVELOP AND IMPLEMENT OUR CALL CENTER
SOLUTION  SUCCESSFULLY.

The success of our business plan is  significantly  dependent on the  successful
development of our call center solution. However, no assurance can be given that
we will be able to develop a call center  solution in a timely manner or at all.
Our business will fail if we can not successfully implement our business plan or
successfully market our call center product, services and capabilities.

                                       11
<PAGE>
WE MAY NOT BE ABLE TO EXECUTE  OUR  BUSINESS  PLAN OR STAY IN  BUSINESS  WITHOUT
ADDITIONAL FUNDING.

Our ability  successfully to develop our hosted call center product,  to provide
our services,  and  eventually our ability to generate  operating  revenues will
depend on our  ability  to obtain  the  necessary  financing  to  implement  our
business  plan.  We have  raised a total of $50,000 to date  through the sale of
shares of our common stock. As of January 31, 2011, we had cash of approximately
$126 remaining from such financing. We will require additional financing through
issuance of debt  and/or  equity in order to expand our  operations  or business
plan beyond that time, and such financing,  if required, may not be forthcoming.
As has been widely reported,  global and domestic financial markets and economic
conditions  have been,  and  continue to be,  disrupted  and  volatile  due to a
variety of factors, including the current weak economic conditions. As a result,
the cost of raising money in the debt and equity  capital  markets has increased
substantially  while the availability of funds from those markets has diminished
significantly,  even more so for smaller companies like ours. If such conditions
and constraints  continue, we may not be able to acquire additional funds either
through  credit  markets or  through  equity  markets  and,  even if  additional
financing is available,  it may not be available on terms we find favorable.  At
this time,  there are no  anticipated  sources of  additional  funding in place.
Failure to secured additional funding when needed will have an adverse effect on
our ability to meet our obligations and remain in business.

WE EXPECT TO SUFFER LOSSES IN THE IMMEDIATE FUTURE.

Since our inception on June 5, 2008, we have incurred  accumulated net losses of
$52,906  and we expect to continue to incur  operating  losses in the  immediate
future.  These  losses  will occur  because we do not yet have any  revenues  to
offset the expenses associated with the implementation of our business plan, the
development  of a network of resellers and the  development  of our website.  We
cannot guarantee that we will ever become  successful in generating  revenues in
the future. We recognize that if we are unable to generate revenues, we will not
be able to earn  profits  or  continue  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

OUR CUSTOMERS ARE SMALL AND MEDIUM-SIZED BUSINESSES, WHICH CAN BE CHALLENGING TO
COST-EFFECTIVELY  REACH,  ACQUIRE  AND  RETAIN.  We plan to market  and sell our
application suite to small- and medium-sized  businesses ("SMBs"),  or companies
with 10 to 500 employees.  To grow our revenue, we must add new customers,  sell
additional  services to existing  customers and encourage  existing customers to
maintain  our  services.  However,  selling  to and  retaining  SMBs can be more
difficult than selling to and retaining large enterprises because SMB customers:

     *    are more price sensitive;
     *    are more difficult to reach with traditional marketing campaigns;
     *    often have a higher  turnover  rate or attrition  rate with respect to
          their  customer base than larger  enterprises,  which can affect their
          ability to steadily support their business and remain in business;
     *    often require  higher sales,  marketing  and support  expenditures  by
          vendors that sell to them per revenue dollar; and
     *    are more  vulnerable  to  negative  changes  in the  general  economic
          environment that may disrupt continued business operations.

If we are unable to  cost-effectively  market and sell our service to our target
customers, our ability to grow our revenue quickly and become profitable will be
harmed.

IF OUR SECURITY MEASURES ARE BREACHED AND UNAUTHORIZED ACCESS IS OBTAINED TO OUR
CUSTOMERS'  DATA,  WE MAY INCUR  SIGNIFICANT  LIABILITIES,  OUR  SERVICE  MAY BE
PERCEIVED  AS NOT BEING  SECURE  AND  CUSTOMERS  MAY  CURTAIL  OR STOP USING OUR
SERVICES.

The  product  and  services  we plan to offer will  involve  the  storage of our
customers'  sensitive  information.  If our security  measures are breached as a
result of third-party  action,  employee  error,  malfeasance or otherwise,  and
someone  obtains  unauthorized  access to our  customers'  data,  we could incur
significant  liability to our customers and to individuals  or businesses  whose
information was being stored by our customers. If this happens, our business may

                                       12
<PAGE>
suffer and our reputation  will be damaged.  Because  techniques  used to obtain
unauthorized  access to or to sabotage  systems change  frequently and generally
are not  recognized  until  launched  against  a  target,  we may be  unable  to
anticipate these techniques or to implement adequate preventive measures.  If an
actual or perceived breach of our security occurs,  the market perception of the
effectiveness  of our security  measures could be harmed and we could lose sales
and customers.  We do not have,  and are likely not to have for the  foreseeable
future,  insurance that will adequately  cover any liability to a customer under
these circumstances.

WE RELY HEAVILY ON VOIP AND ANY INTERRUPTION IN SERVICE COULD AFFECT OUR ABILITY
TO PROVIDE OUR SERVICE EFFECTIVELY AND EFFICIENTLY.

Our product and services  will  leverage on VoIP  technology  combined  with CRM
software.  Any interruption or difficulties  that may be experienced in our VoIP
service will greatly affect our ability to effectively and  efficiently  provide
our  product  and  services  to our  customers  and  will  directly  affect  our
customers. In turn, our sales will suffer and our revenues will decline.

IF WE ARE UNABLE TO SELL OUR PRODUCT AND SERVICE INTO NEW  MARKETS,  OUR REVENUE
WILL NOT GROW AS  EXPECTED.

Our  ability to  attract  new  customers  and  increase  revenue  from  existing
customers  will  depend in large part on our ability to  introduce  and sell our
product and service into new markets. These new markets into which we attempt to
sell our  product  and our  service,  whether new  vertical  markets  and/or new
countries or regions, may not be receptive to our offering.  If we are unable to
successfully  sell our products  and/or  services into new markets,  our revenue
will not grow as expected.

ASSERTIONS BY A THIRD PARTY THAT WE INFRINGE ITS INTELLECTUAL PROPERTY,  WHETHER
SUCCESSFUL OR NOT, COULD SUBJECT US TO COSTLY AND  TIME-CONSUMING  LITIGATION OR
EXPENSIVE LICENSES.

The software and technology  industries are  characterized by the existence of a
large  number  of  patents,  copyrights,  trademarks  and trade  secrets  and by
frequent  litigation based on allegations of infringement or other violations of
intellectual property rights. As we face increasing competition, the possibility
of intellectual property rights claims against us may grow. Our technologies may
not be able to withstand any third-party claims or rights against their use. Any
claim alleging infringement of patents, copyrights,  trademarks or trade secrets
could harm our relationships with our customers, may deter future customers from
purchasing  our product or service,  or could expose us to litigation  for these
claims.

We may have to pay damages or stop using  technology found to be in violation of
a third party's  rights if a successful  intellectual  property claim is brought
against us or a customer.  We may have to seek a license for the  technology  we
use, which may not be available on reasonable  terms,  if at all. If we are able
to  enter  into  such  a  license  agreement,  it  may  be on  terms  that  will
significantly  increase our operating expenses or may require us to restrict our
business  activities  in one or  more  respects.  As a  result,  we may  also be
required to develop alternative non-infringing  technology,  which could require
significant  effort and expense and may not be  accepted  by our  customers  and
prospects.

MATERIAL DEFECTS OR ERRORS IN THE SOFTWARE WE DEVELOP COULD HARM OUR REPUTATION,
MAY  CAUSE US TO  BECOME  LIABLE  TO OUR  CUSTOMERS,  MAY  RESULT IN THE LOSS OF
EXISTING  CUSTOMERS,  OR MAY RESULT IN A SIGNIFICANT  COSTS TO US AND IMPAIR OUR
ABILITY TO SELL OUR PRODUCT AND PROVIDE OUR SERVICE.

The software applications underlying our services are inherently complex and may
contain material defects or errors,  particularly  when first introduced or when
new versions or enhancements are released.  Any defects that cause interruptions
to the availability of our services could result in:

     *    a reduction in sales or delay in market acceptance of our services;
     *    sales credits or refunds to our customers;
     *    loss of existing customers and difficulty in attracting new customers;
     *    diversion of development resources;

                                       13
<PAGE>
     *    harm to our reputation; and
     *    increased warranty and insurance costs.

Any errors, defects or other  performance-related  issues regarding the software
used for our product and service may result in  customers  electing to terminate
the purchase of our product and/or our service,  or delay or withhold payment to
us which may result in a  significant  loss for the Company.  Customers may also
make  warranty  claims  against  us,  which  could  result in an increase in our
provision for doubtful  accounts,  an increase in collection cycles for accounts
receivable  or  costly  litigation.  We do not  maintain  and do not  expect  to
maintain in the foreseeable future, insurance adequately to cover these risks.

IF OUR  ESTIMATES  RELATED TO  EXPENDITURES  ARE  ERRONEOUS OR  INACCURATE,  OUR
BUSINESS WILL FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our success is dependent in part upon the accuracy of our management's estimates
of expenditures for legal and accounting services,  including those we expect to
incur as a publicly reporting company,  website development,  and administrative
expenses, which management estimated to aggregate approximately $50,000 over the
first 12 months of our  development  phase.  If such  estimates are erroneous or
inaccurate,   or  if  we  encounter   unforeseen  costs,  we  may  not  be  able
satisfactorily  to execute our business plan,  which could result in the failure
of our business and you could lose your entire investment.

WE ARE IN A  COMPETITIVE  MARKET  WHICH COULD  IMPACT OUR ABILITY TO GAIN MARKET
SHARE WHICH COULD HARM OUR  FINANCIAL  PERFORMANCE.

The  business of providing  hosted call center  solutions  is  competitive.  The
barriers to entry on the  Internet are  relatively  low, and we will likely face
competitive  pressures from companies  that have been  established  for a period
longer  than we have and those  that have  greater  financial  resources.  If we
cannot gain enough market share, our business and financial  performance will be
adversely affected.

WE NEED TO RETAIN KEY  PERSONNEL  TO SUPPORT  OUR  PRODUCT,  SERVICE AND ONGOING
OPERATIONS.

The  development  and the  marketing of our product and service will continue to
place a  significant  strain on our  limited  personnel,  management,  and other
resources. Our future success depends upon the continued service of Mario Jakiri
Tolentino,  our  President,  Treasurer  and  Director,  who  is  developing  the
relationships  on which we will rely to implement our business plan. The loss of
Mr. Tolentino's services could negatively impact our ability to develop sell our
product,  which  could  adversely  affect our  financial  results and impair our
operations.

                       RISKS RELATING TO OUR COMMON STOCK

THERE IS  CURRENTLY  NO PUBLIC  MARKET FOR OUR  SECURITIES,  AND THERE CAN BE NO
ASSURANCE  THAT ANY PUBLIC  MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE
QUOTED FOR TRADING.

There is no public market for our  securities and there can be no assurance that
an active trading  market for the  securities  offered herein will develop after
this offering by the selling stockholders, or, if developed, be sustained. After
the effective date of the  registration  statement of which this prospectus is a
part,  we intend to try to identify a market maker to file an  application  with
the Financial Industry  Regulatory  Authority ("FINRA") to have our common stock
quoted on the  Over-the-Counter  Bulletin Board. We will have to satisfy certain
criteria in order for our application to be accepted. We do not currently have a
market maker that is willing to participate  in this  application  process,  and
even if we identify a market  maker,  there can be no assurance as to whether we
will meet the requisite criteria or that our market maker's  application will be
accepted. Our common stock may never be quoted on the Over-the-Counter  Bulletin
Board,  or, even if quoted,  a public  market may not  materialize  or even if a
public market-materializes will be sustained.

If our securities are not eligible for initial quotation,  or if quoted, are not
eligible for continued  quotation on the  Over-the-Counter  Bulletin  Board or a
public trading market does not develop, purchasers of the shares of common stock

                                       14
<PAGE>
may have difficulty  selling or be unable to sell their  securities  should they
desire to do so, rendering their shares effectively worthless and resulting in a
complete loss of their investment.

BECAUSE WE WILL BE SUBJECT  TO "PENNY  STOCK"  RULES IF OUR SHARES ARE QUOTED ON
THE OVER-THE-COUNTER  BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK
MAY BE REDUCED.

Broker-dealer  practices in connection  with  transactions in "penny stocks" are
regulated by penny stock rules adopted by the Securities and Exchange Commission
(the "SEC").  Penny stocks generally are equity  securities with a price of less
than  $5.00  (other  than  securities  registered  on some  national  securities
exchanges).  The  penny  stock  rules  require  a  broker-dealer,   prior  to  a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document that provides  information  about penny
stocks  and the  nature  and  level of  risks in the  penny  stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the  transaction,  and, if the  broker-dealer  is the sole market
maker,  the  broker-dealer  must  disclose  this  fact  and the  broker-dealer's
presumed  control over the market,  and monthly account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
broker-dealers  who sell  these  securities  to persons  other than  established
customers and "accredited  investors" must 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.   Consequently,   these
requirements may have the effect of reducing the level of trading  activity,  if
any, in the secondary market for a security subject to the penny stock rules. If
a trading  market does  develop for our common  stock,  these  regulations  will
likely be applicable, and investors in our common stock may find it difficult to
sell their shares.

FINRA SALES PRACTICE  REQUIREMENTS MAY LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND
SELL OUR STOCK.

FINRA rules  require that, a  stockbroker,  in  recommending  an investment to a
customer,  have reasonable grounds for believing that the investment is suitable
for that customer. Prior to recommending  speculative,  low-priced securities to
their non-institutional customers,  stockbrokers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other  information.  Under  interpretations of these rules, FINRA
believes  that  there  is  a  high  probability  that  speculative,   low-priced
securities will not be suitable for certain  customers.  FINRA requirements will
likely make it more difficult for brokers to recommend that their  customers buy
our common  stock,  which may have the effect of  reducing  the level of trading
activity in our common stock. As a result,  fewer brokers may be willing to make
a market in our common stock,  reducing a stockholder's ability to resell shares
of our common stock.

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.

If you purchase  shares of our common stock sold pursuant to this offering,  you
may not be able to resell  the  shares in a certain  state  unless and until the
shares of our  common  stock  are  qualified  for  secondary  trading  under the
applicable  securities  laws of such  state  or there  is  confirmation  that an
exemption,  such  as  listing  in  certain  recognized  securities  manuals,  is
available for secondary trading in such state. There can be no assurance that we
will be successful in  registering  or qualifying our common stock for secondary
trading,  or  identifying  an available  exemption for secondary  trading in our
common stock in every state. If we fail to register or qualify,  or to obtain or
verify  an  exemption  for the  secondary  trading  of our  common  stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state.  In the event that a significant  number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited  which could drive down the market price of our
common  stock and reduce the  liquidity  of the shares of our common stock and a
stockholder's  ability to resell shares of our common stock at all or at current
market prices,  which could increase a stockholder's  risk of losing some or all
of his investment.

IF  QUOTED,  THE  PRICE  OF  OUR  COMMON  STOCK  MAY  BE  VOLATILE,   WHICH  MAY
SUBSTANTIALLY  INCREASE THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT
OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Even if our shares are quoted for trading on the Over-the-Counter Bulletin Board
following this offering and a public market  develops for our common stock,  the
market price of our common stock may be volatile. It may fluctuate significantly
in response to the following factors:

     *    variations in quarterly operating results;

                                       15
<PAGE>
     *    our  announcements  of  significant  commissions  and  achievement  of
          milestones;
     *    our relationships with other companies or capital commitments;
     *    additions or departures of key personnel;
     *    sales of common stock or termination of stock transfer restrictions;
     *    changes in financial estimates by securities analysts, if any; and
     *    fluctuations in stock market price and volume.

Your  inability  to sell your shares  during a decline in the price of our stock
may increase losses that you may suffer as a result of your investment.

OUR  INSIDERS   BENEFICIALLY  OWN  A  SIGNIFICANT  PORTION  OF  OUR  STOCK,  AND
ACCORDINGLY,  MAY HAVE  CONTROL  OVER  STOCKHOLDER  MATTERS,  OUR  BUSINESS  AND
MANAGEMENT.

As of May 15, 2012,  our officer and  directors  beneficially  owned  45,600,000
shares of our common  stock in the  aggregate,  or  approximately  69.09% of our
issued and outstanding common stock. As a result, our officer and directors will
have significant influence to:

     *    ELECT OR DEFEAT THE ELECTION OF OUR DIRECTORS;
     *    amend or prevent amendment of our articles of incorporation or bylaws;
     *    effect  or  prevent  a  merger,  sale of  assets  or  other  corporate
          transaction; and
     *    affect the outcome of any other matter  submitted to the  stockholders
          for vote. Moreover, because of the significant ownership position held
          by our  insiders,  new investors may not be able to effect a change in
          our business or management, and therefore,  shareholders would have no
          recourse as a result of decisions made by management.

In  addition,  sales of  significant  amounts of shares  held by our officer and
directors,  or the prospect of these sales,  could  adversely  affect the market
price of our  common  stock.  Management's  stock  ownership  may  discourage  a
potential acquirer from making a tender offer or otherwise  attempting to obtain
control  of us,  which in turn  could  reduce  our stock  price or  prevent  our
stockholders from realizing a premium over our stock price.

BECAUSE WE DO NOT INTEND TO PAY ANY  DIVIDENDS ON OUR COMMON  STOCK,  HOLDERS OF
OUR  COMMON  STOCK  MUST  RELY ON STOCK  APPRECIATION  FOR ANY  RETURN  ON THEIR
INVESTMENT.

We have not  declared  or paid any  dividends  on our  common  stock  since  our
inception,  and  we  do  not  anticipate  paying  any  such  dividends  for  the
foreseeable future.  Accordingly,  holders of our common stock will have to rely
on stock  appreciation,  if any,  to earn a return  on their  investment  in our
common stock.

ADDITIONAL  ISSUANCES  OF OUR  SECURITIES  MAY RESULT IN  IMMEDIATE  DILUTION TO
EXISTING  SHAREHOLDERS.

We are authorized to issue up to 300,000,000 shares of common stock, $0.0001 par
value per share, of which 66,000,000 shares of common stock are currently issued
and  outstanding.  Our Board of Directors has the authority to cause us to issue
additional  shares of common,  and to  determine  the  rights,  preferences  and
privilege of such shares,  without  consent of any of our  stockholders.  We may
issue shares in connection with financing  arrangements  or otherwise.  Any such
issuances  will  result in  immediate  dilution  to our  existing  shareholders'
interests, which will negatively affect the value of your shares.

                                       16
<PAGE>
ITEM 2. PROPERTIES

EXECUTIVE OFFICES

We do not own any real property. Our sole officer provides us with space located
at Block 225, 02-213, Tampines St 23, Singapore, free of charge for at least the
next 12 months.  This  location  serves as our primary  office for  planning and
implementing  our business  plan.  We believe this space is  sufficient  for our
current purposes and will be sufficient for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

There are no pending, nor to our knowledge threatened, legal proceedings against
us.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR SECURITIES

Our  Common  Stock is traded on the  over-the-counter  market  and quoted on the
OTCBB under the symbol  "ONTS" On January 31,  2012,  the closing  price for our
Common  Stock as reported on the OTCBB was  unavailable  as our Common Stock has
not traded.

The high and the low bid prices for our  Common  Stock is based on  inter-dealer
prices,  without retail mark-up,  markdown or commission,  and may not represent
actual transactions.

The table  below  sets forth the range of high and low bid  information  for our
Common Shares as quoted on the OTCBB for each of the quarters  during the fiscal
year ended  January 31, 2012 (no quotes are  available  for the previous  fiscal
year as our stock has not traded ):

For the Fiscal Year Ended January 31, 2012

          For the Quarter ended              High           Low
          ---------------------              ----           ---
          January 31                         N/A            N/A
          October 31                         N/A            N/A
          July 31                            N/A            N/A
          April 30                           N/A            N/A

HOLDERS OF OUR COMMON STOCK

On May 16, 2012, the shareholders' list of our common stock showed 37 registered
shareholder and 66,000,000 shares outstanding.

DIVIDEND POLICY

We have not paid any cash  dividends  on our  common  stock and have no  present
intention of paying any dividends on the shares of our common stock.  Our future
dividend policy will be determined from time to time by our board of directors.

                                       17
<PAGE>
Securities Authorized for Issuance under Equity Compensation Plans

As of January 31, 2012, we had not adopted an equity  compensation  plan and had
not granted any stock options.

Recent Sales of Unregistered Securities

During  the  fiscal  year  ended  January  31,  2012 we have not sold any equity
securities not registered under the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

During each month within the fourth quarter of the fiscal year ended January 31,
2011, neither we nor any "affiliated purchaser," as that term is defined in Rule
10b-18(a)(3)  under the  Exchange  Act,  repurchased  any of our Common Stock or
other securities.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and the related notes that appear elsewhere in this annual
report.  The  following  discussion  contains  forward-looking  statements  that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such differences  include those discussed below and
elsewhere in this annual report.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

BASIS OF PRESENTATION

The  Company's  financial  statements  have been  prepared  in  accordance  with
accounting  principles generally accepted in the United States of America ("U.S.
GAAP").

DEVELOPMENT STAGE COMPANY

The Company is a development  stage  company as defined by section  915-10-20 of
the  Financial   Accounting   Standards  Board  ("FASB")  Accounting   Standards
Codification.  Although  the  Company  has  recognized  some  nominal  amount of
revenues since inception, the Company is still devoting substantially all of its
efforts on  establishing  the  business  and,  therefore,  still  qualifies as a
development  stage company.  All losses  accumulated  since  inception have been
considered as part of the Company's development stage activities.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that

                                       18
<PAGE>
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.

The Company's  significant  estimates and assumptions  include the fair value of
financial  instruments;  income tax rate,  income tax  provision,  deferred  tax
assets and the valuation  allowance of deferred tax assets,  and the  assumption
that the Company will continue as a going concern.  Those significant accounting
estimates or assumptions  bear the risk of change due to the fact that there are
uncertainties attached to those estimates or assumptions,  and certain estimates
or assumptions are difficult to measure or value.

Management  bases  its  estimates  on  historical   experience  and  on  various
assumptions  that are  believed to be  reasonable  in relation to the  financial
statements taken as a whole under the  circumstances,  the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources.

Management  regularly  evaluates the key factors and assumptions used to develop
the estimates utilizing currently  available  information,  changes in facts and
circumstances,  historical  experience  and reasonable  assumptions.  After such
evaluations,   and  if  deemed   appropriate,   those   estimates  are  adjusted
accordingly. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows  paragraph  820-10-35-37  of the FASB  Accounting  Standards
Codification  ("Paragraph  820-10-35-37")  to  measure  the  fair  value  of its
financial  instruments  and  paragraph   825-10-50-10  of  the  FASB  Accounting
Standards  Codification  for  disclosures  about  fair  value  of its  financial
instruments.  Paragraph 820-10-35-37  establishes a framework for measuring fair
value in  accounting  principles  generally  accepted  in the  United  States of
America (U.S. GAAP), and expands disclosures about fair value  measurements.  To
increase  consistency and  comparability in fair value  measurements and related
disclosures,  Paragraph  820-10-35-37  establishes a fair value  hierarchy which
prioritizes  the inputs to valuation  techniques used to measure fair value into
three (3) broad levels.  The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:

Level 1    Quoted market prices available in active markets for identical assets
           or liabilities as of the reporting date.

Level 2    Pricing inputs other than quoted prices in active markets included in
           Level 1, which are either directly or indirectly observable as of the
           reporting date.

Level 3    Pricing  inputs  that  are  generally   observable   inputs  and  not
           corroborated by market data.

Financial  assets are  considered  Level 3 when their fair values are determined
using pricing models,  discounted cash flow  methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The  fair  value  hierarchy   gives  the  highest   priority  to  quoted  prices
(unadjusted)  in active  markets for  identical  assets or  liabilities  and the
lowest  priority  to  unobservable  inputs.  If the inputs  used to measure  the
financial  assets and  liabilities  fall  within  more than one level  described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

The carrying amounts of the Company's financial assets and liabilities,  such as
accrued expenses  approximate their fair values because of the short maturity of
these instruments.

Transactions  involving  related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite  conditions of competitive,  free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length  transactions unless such
representations can be substantiated.

It is not,  however,  practical  to  determine  the fair value of advances  from
stockholders due to their related party nature.

                                       19
<PAGE>
IMPAIRMENT OF LONG-LIVED ASSETS

The Company has adopted paragraph  360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived  assets.  The Company's  long-lived asset, which
includes  deposit on software,  is reviewed for  impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset may not
be recoverable.

The Company assesses the  recoverability  of its long-lived  assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining  estimated useful lives
against their respective carrying amounts.  Impairment,  if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally  determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable,  but the newly  determined  remaining  estimated  useful  lives are
shorter than originally estimated,  the net book values of the long-lived assets
are depreciated over the newly determined  remaining estimated useful lives. The
Company  determined  that there was an impairment of its long-lived  asset as of
January 31, 2011 and wrote off the $15,000 deposit to general and administrative

CASH EQUIVALENTS

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

RELATED PARTIES

The  Company  follows   subtopic   850-10  of  the  FASB  Accounting   Standards
Codification for the identification of related parties and disclosure of related
party transactions.

Pursuant to Section  850-10-20 the Related  parties include a. affiliates of the
Company;  b. Entities for which  investments in their equity securities would be
required,  absent the  election  of the fair value  option  under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and  profit-sharing  trusts  that are  managed  by or under the  trusteeship  of
management; d. principal owners of the Company; e. management of the Company; f.
other  parties  with which the  Company  may deal if one party  controls  or can
significantly  influence the management or operating policies of the other to an
extent  that one of the  transacting  parties  might  be  prevented  from  fully
pursuing its own separate interests; and g. Other parties that can significantly
influence the  management or operating  policies of the  transacting  parties or
that  have an  ownership  interest  in one of the  transacting  parties  and can
significantly  influence  the  other  to an  extent  that  one  or  more  of the
transacting  parties  might be  prevented  from fully  pursuing its own separate
interests.

The financial  statements  shall include  disclosures of material  related party
transactions,  other than compensation  arrangements,  expense  allowances,  and
other similar items in the ordinary course of business.  However,  disclosure of
transactions  that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements.  The disclosures shall
include:  a. the nature of the  relationship(s)  involvedb.  description  of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other  information  deemed  necessary to an understanding of the effects of
the  transactions  on  the  financial  statements;  c.  the  dollar  amounts  of
transactions  for each of the periods for which income  statements are presented
and the effects of any change in the method of establishing  the terms from that
used in the preceding  period;  and d. amounts due from or to related parties as
of the date of each balance sheet presented and, if not otherwise apparent,  the
terms and manner of settlement.

COMMITMENT AND CONTINGENCIES

The  Company  follows   subtopic   450-20  of  the  FASB  Accounting   Standards
Codification  to report  accounting for  contingencies.  Certain  conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future  events  occur or fail to occur.  The Company  assesses  such  contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing  loss  contingencies  related to legal  proceedings  that are  pending
against the Company or  unasserted  claims that may result in such  proceedings,
the  Company  evaluates  the  perceived  merits  of  any  legal  proceedings  or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

                                       20
<PAGE>
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's consolidated financial
statements.  If the  assessment  indicates  that  a  potentially  material  loss
contingency  is not  probable  but is  reasonably  possible,  or is probable but
cannot  be  estimated,  then the  nature  of the  contingent  liability,  and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.

Loss  contingencies  considered  remote are generally not disclosed  unless they
involve guarantees, in which case the guarantees would be disclosed.  Management
does not believe,  based upon  information  available  at this time,  that these
matters  will  have a  material  adverse  effect on the  Company's  consolidated
financial position,  results of operations or cash flows.  However,  there is no
assurance  that such  matters  will not  materially  and  adversely  affect  the
Company's business, financial position, and results of operations or cash flows.

REVENUE RECOGNITION

The Company follows  paragraph  605-10-S99-1  of the FASB  Accounting  Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned.  The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an  arrangement  exists,  (ii) the  product has been  shipped or the
services have been  rendered to the customer,  (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.

INCOME TAX PROVISION

The Company  accounts  for income  taxes  under  Section  740-10-30  of the FASB
Accounting  Standards  Codification,  which requires recognition of deferred tax
assets and liabilities  for the expected future tax  consequences of events that
have been  included  in the  financial  statements  or tax  returns.  Under this
method, deferred tax assets and liabilities are based on the differences between
the financial  statement and tax bases of assets and  liabilities  using enacted
tax rates in effect for the fiscal year in which the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to the extent
management  concludes  it is more  likely  than not that the assets  will not be
realized.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates  expected  to apply to taxable  income in the fiscal  years in which those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
the  Statements of Income and  Comprehensive  Income in the period that includes
the enactment date.

The  Company  adopted  section  740-10-25  of  the  FASB  Accounting   Standards
Codification  ("Section  740-10-25")  with regards to uncertainty  income taxes.
Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected  to be claimed  on a tax return  should be  recorded  in the  financial
statements.  Under Section 740-10-25,  the Company may recognize the tax benefit
from an uncertain  tax position  only if it is more likely than not that the tax
position will be sustained on  examination by the taxing  authorities,  based on
the  technical  merits  of the  position.  The tax  benefits  recognized  in the
financial  statements  from  such a  position  should be  measured  based on the
largest benefit that has a greater than fifty percent (50%)  likelihood of being
realized upon ultimate  settlement.  Section 740-10-25 also provides guidance on
de-recognition,   classification,   interest  and  penalties  on  income  taxes,
accounting in interim periods and requires increased disclosures.

                                       21
<PAGE>
The estimated future tax effects of temporary  differences between the tax basis
of assets and liabilities are reported in the accompanying  consolidated balance
sheets,  as well as tax  credit  carry-backs  and  carry-forwards.  The  Company
periodically  reviews the  recoverability of deferred tax assets recorded on its
consolidated  balance  sheets and provides  valuation  allowances  as management
deems necessary.

Management makes judgments as to the  interpretation  of the tax laws that might
be  challenged  upon an audit and cause  changes to  previous  estimates  of tax
liability.   In  addition,   the  Company   operates   within   multiple  taxing
jurisdictions  and is subject to audit in these  jurisdictions.  In management's
opinion,  adequate  provisions for income taxes have been made for all years. If
actual  taxable income by tax  jurisdiction  varies from  estimates,  additional
allowances or reversals of reserves may be necessary.

UNCERTAIN TAX POSITIONS

The Company did not take any uncertain tax positions and had no  adjustments  to
unrecognized  income tax  liabilities or benefits  pursuant to the provisions of
Section 740-10-25 for the fiscal year ended January 31, 2012 or 2011.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is computed  pursuant to section 260-10-45 of
the FASB Accounting Standards  Codification.  Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted  average  number
of shares of common  stock  outstanding  during the  period.  Diluted net income
(loss)  per common  share is  computed  by  dividing  net  income  (loss) by the
weighted  average number of shares of common stock and  potentially  outstanding
shares of common stock during the period to reflect the potential  dilution that
could occur from common shares issuable through stock options and warrants.

There were no potentially outstanding dilutive common shares for the fiscal year
ended January 31, 2012 or 2011.

CASH FLOWS REPORTING

The Company adopted  paragraph  230-10-45-24  of the FASB  Accounting  Standards
Codification  for cash flows  reporting,  classifies  cash receipts and payments
according  to  whether  they  stem  from  operating,   investing,  or  financing
activities and provides  definitions of each category,  and uses the indirect or
reconciliation  method ("Indirect method") as defined by paragraph  230-10-45-25
of the FASB  Accounting  Standards  Codification  to  report  net cash flow from
operating  activities  by adjusting  net income to reconcile it to net cash flow
from  operating  activities by removing the effects of (a) all deferrals of past
operating  cash  receipts  and  payments  and all  accruals of  expected  future
operating  cash receipts and payments and (b) all items that are included in net
income that do not affect  operating  cash  receipts and  payments.  The Company
reports the reporting currency  equivalent of foreign currency cash flows, using
the  current  exchange  rate at the time of the cash  flows  and the  effect  of
exchange  rate  changes  on cash held in foreign  currencies  is  reported  as a
separate item in the reconciliation of beginning and ending balances of cash and
cash  equivalents  and  separately  provides  information  about  investing  and
financing  activities  not  resulting in cash receipts or payments in the period
pursuant  to   paragraph   830-230-45-1   of  the  FASB   Accounting   Standards
Codification.

SUBSEQUENT EVENTS

The Company  follows the guidance in Section  855-10-50  of the FASB  Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate  subsequent events through the date when the financial  statements were
issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards  Codification,
the Company as an SEC filer considers its financial  statements issued when they
are widely distributed to users, such as through filing them on EDGAR.

                                       22
<PAGE>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-05

In June 2011, the FASB issued the FASB Accounting  Standards  Update No. 2011-05
"COMPREHENSIVE INCOME" ("ASU 2011-05"),  which was the result of a joint project
with the IASB and amends  the  guidance  in ASC 220,  COMPREHENSIVE  INCOME,  by
eliminating the option to present components of other comprehensive income (OCI)
in the statement of stockholders'  equity.  Instead,  the new guidance now gives
entities the option to present all  non-owner  changes in  stockholders'  equity
either  as a single  continuous  statement  of  comprehensive  income  or as two
separate but consecutive statements.  Regardless of whether an entity chooses to
present comprehensive income in a single continuous statement or in two separate
but  consecutive  statements,  the  amendments  require  entities to present all
reclassification adjustments from OCI to net income on the face of the statement
of comprehensive income.

The  amendments  in  this  Update  should  be  applied  retrospectively  and are
effective for public entity for fiscal years,  and interim  periods within those
years, beginning after December 15, 2011.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08

In September  2011,  the FASB issued the FASB  Accounting  Standards  Update No.
2011-08 "INTANGIBLES--GOODWILL AND OTHER: TESTING GOODWILL FOR IMPAIRMENT" ("ASU
2011-08").  This Update is to simplify how public and  nonpublic  entities  test
goodwill  for  impairment.  The  amendments  permit an  entity  to first  assess
qualitative  factors to  determine  whether it is more  likely than not that the
fair value of a reporting  unit is less than its carrying  amount as a basis for
determining  whether it is necessary to perform the two-step goodwill impairment
test described in Topic 350.  Under the amendments in this Update,  an entity is
not required to calculate  the fair value of a reporting  unit unless the entity
determines  that it is more likely than not that its fair value is less than its
carrying amount.

The guidance is effective for interim and annual  periods  beginning on or after
December 15, 2011. Early adoption is permitted.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-10

In December  2011,  the FASB  issued the FASB  Accounting  Standards  Update No.
2011-10  "PROPERTY,  PLANT AND  EQUIPMENT:  DERECOGNITION  OF IN SUBSTANCE  REAL
ESTATE-A SCOPE  CLARIFICATION"  ("ASU  2011-09").  This Update is to resolve the
diversity  in  practice  as to how  financial  statements  have been  reflecting
circumstances  when parent company reporting  entities cease to have controlling
financial interests in subsidiaries that are in substance real estate, where the
situation arises as a result of default on nonrecourse debt of the subsidiaries.

The amended guidance is effective for annual reporting periods ending after June
15, 2012 for public entities. Early adoption is permitted.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11

In December  2011,  the FASB  issued the FASB  Accounting  Standards  Update No.
2011-11 "BALANCE SHEET:  DISCLOSURES  ABOUT  OFFSETTING  ASSETS AND LIABILITIES"
("ASU 2011-11").  This Update requires an entity to disclose  information  about
offsetting and related  arrangements to enable users of its financial statements
to understand the effect of those  arrangements on its financial  position.  The
objective of this disclosure is to facilitate  comparison between those entities
that prepare  their  financial  statements  on the basis of U.S.  GAAP and those
entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting  periods  beginning on or
after January 1, 2013, and interim periods within those annual periods.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-12

In December  2011,  the FASB  issued the FASB  Accounting  Standards  Update No.
2011-12 "COMPREHENSIVE INCOME:  DEFERRAL OF THE EFFECTIVE DATE FOR AMENDMENTS TO
THE  PRESENTATION  OF  RECLASSIFICATIONS  OF  ITEMS  OUT  OF  ACCUMULATED  OTHER
COMPREHENSIVE   INCOME  IN  ACCOUNTING   STANDARDS  UPDATE  NO.  2011-05"  ("ASU
2011-12").  This  Update is a  deferral  of the  effective  date  pertaining  to

                                       23
<PAGE>
reclassification  adjustments out of accumulated other  comprehensive  income in
ASU  2011-05.  FASB is to going to  reassess  the  costs and  benefits  of those
provisions in ASU 2011-05 related to reclassifications  out of accumulated other
comprehensive  income.  Due  to  the  time  required  to  properly  make  such a
reassessment and to evaluate alternative  presentation formats, the FASB decided
that it is necessary to  reinstate  the  requirements  for the  presentation  of
reclassifications  out of accumulated  other  comprehensive  income that were in
place before the issuance of Update 2011-05.

All other  requirements  in Update  2011-05  are not  affected  by this  Update,
including  the  requirement  to report  comprehensive  income either in a single
continuous  financial  statement or in two separate  but  consecutive  financial
statements.  Public entities should apply these  requirements  for fiscal years,
and interim periods within those years, beginning after December 15, 2011.

OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

OFF BALANCE SHEET TRANSACTIONS

We have had no off balance sheet transactions.

SIGNIFICANT EQUIPMENT

We do not intend to  purchase  any  significant  equipment  for the next  twelve
months.

RESULTS OF OPERATIONS

REVENUES

We had no revenues for the period from June 5, 2008 (date of inception)  through
January 31, 2011.

EXPENSES

Our expenses for the twelve month periods ended January 31, 2012 and 2011,  were
$21,711 and $30,996, respectively.  During the period from June 5, 2008 (date of
inception)  through  January 31, 2012,  we incurred  expenses of $74,617.  These
expenses  were  comprised   primarily  of  professional  fees  and  general  and
administrative expenses.

NET INCOME (LOSS)

Our net loss for the twelve-month  periods ended January 31, 2012 and 2011, were
$21,711 and $30,966, respectively.  During the period from June 5, 2008 (date of
inception),  through  January 31, 2012, we incurred a net loss of $74,617.  This
loss consisted of  professional  fees and general and  administrative  expenses.
Since inception, we have sold 66,000,000 shares of common stock.

PURCHASE OR SALE OF EQUIPMENT

We do not expect to purchase or sell any plant or significant equipment.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of January 31, 2012, reflects assets of $15,384 in the form
of cash.  Since inception,  we have sold 66,000,000  shares of common stock with
gross proceeds of $50,000.  Cash resources  provided from our capital  formation
activities have, from inception,  been sufficient to provide the working capital
necessary to operate our Company.

                                       24
<PAGE>
We anticipate  generating losses in the near term, and therefore,  may be unable
to continue operations in the future. We require additional capital,  and we may
have to issue debt or equity or enter into a strategic  arrangement with a third
party to obtain such capital.  There can be no assurance that additional capital
will be available  to us. We  currently  have no  agreements,  arrangements,  or
understandings  with any person to obtain  funds  through  bank loans,  lines of
credit, or any other sources.

GOING CONCERN CONSIDERATION

Our registered  independent auditors included an explanatory  paragraph in their
report on the accompanying  financial  statements  regarding  concerns about our
ability  to  continue  as a going  concern.  Our  financial  statements  contain
additional  note  disclosures  describing  the  circumstances  that lead to this
disclosure by our registered independent auditors.

Due to this doubt about our ability to continue as a going  concern,  management
is open to new business  opportunities  which may prove more  profitable  to the
shareholders  of Online  Tele-Solutions  inc. In the past,  we have been able to
raise a limited  amount of  capital  through  private  placements  of our equity
stock,  but  we are  uncertain  about  our  continued  ability  to  raise  funds
privately.  Further,  we believe that our company may have difficulties  raising
capital unless we locate a prospective new business opportunity through which we
can pursue a new plan of operation.  If we are unable to secure adequate capital
to implement our current business plan or to continue our acquisition efforts of
a new business opportunity,  our business may fail and our stockholders may lose
some or all of their investment.

Should our original  business plan fail,  we anticipate  that the selection of a
business  opportunity  in which  to  participate  will be  complex  and  without
certainty  of success.  Management  believes  that there are  numerous  firms in
various industries seeking the perceived benefits of being a publicly registered
corporation.   Business   opportunities  may  be  available  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult  and complex.  We can provide no assurance  that we will be
able to locate compatible business opportunities.

                                       25
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                            January 31, 2012 and 2011
                        Index to the Financial Statements

Contents                                                                 Page(s)
--------                                                                 -------

Report of Independent Registered Public Accounting Firm.......................27

Balance Sheets at January 31, 2012 and 2011...................................28

Statements of Operations for the Fiscal Year Ended January 31, 2012 and
2011 and for the Period from June 5, 2008 (inception) through
January 31, 2012 .............................................................29

Statement of Stockholders' Equity (Deficit) for the Period from
June 5, 2008 (inception) through January 31, 2012 ............................30

Statements of Cash Flows for the Fiscal Year Ended January 31, 2012
and 2011 and for the Period from June 5, 2008 (inception) through
January 31, 2012 .............................................................31

Notes to the Financial Statements.............................................32

                                       26
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Online Tele-Solutions, Inc.
(A development stage company)
Singapore

We have audited the accompanying balance sheets of Online Tele-Solutions,  Inc.,
a development stage company, (the "Company") as of January 31, 2012 and 2011 and
the related  statements of operations,  stockholders'  equity (deficit) and cash
flows for the  fiscal  years  then  ended and for the  period  from June 5, 2008
(inception)  through  January  31,  2012.  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.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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 financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Company as of January 31,
2012 and 2011 and the  results  of its  operations  and its cash  flows  for the
fiscal years then ended and for the period from June 5, 2008 (inception) through
January 31, 2012 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 3 to the
financial  statements,   the  Company  had  a  deficit  accumulated  during  the
development  stage at January 31, 2012,  and had a net loss and net cash used in
operating  activities  for the  fiscal  year then  ended.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's plans in regards to these matters are also described in Note 3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Li & Company, PC
-------------------------------------
Li & Company, PC
Skillman, New Jersey
May 15, 2012

                                       27
<PAGE>
                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                January 31,        January 31,
                                                                   2012               2011
                                                                 --------           --------
<S>                                                              <C>                <C>
ASSETS

CURRENT ASSETS:
  Cash                                                           $ 15,384           $    126
  Prepaid expenses                                                     --              2,400
                                                                 --------           --------
      TOTAL CURRENT ASSETS                                         15,384              2,526
                                                                 --------           --------

      TOTAL ASSETS                                               $ 15,384           $  2,526
                                                                 ========           ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                          $  9,301           $  4,932
  Advances from stockholders                                       30,700                500
                                                                 --------           --------
      TOTAL CURRENT LIABILITIES                                    40,001              5,432
                                                                 --------           --------

STOCKHOLDERS' DEFICIT:
  Common stock at $0.0001 par value: 300,000,000 shares
   authorized, 66,000,000 shares issued and outstanding             6,600              6,600
  Additional paid-in capital                                       43,400             43,400
  Accumulated deficit                                             (74,617)           (52,906)
                                                                 --------           --------
      TOTAL STOCKHOLDERS' DEFICIT                                 (24,617)            (2,906)
                                                                 --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $ 15,384           $  2,526
                                                                 ========           ========
</TABLE>


               See accompanying notes to the financial statements.

                                       28
<PAGE>
                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                             Period from
                                                 For the                For the             June 5, 2008
                                               Fiscal Year            Fiscal Year            (inception)
                                                  Ended                  Ended                 through
                                                January 31,            January 31,            January 31,
                                                   2012                   2011                   2012
                                               ------------           ------------           ------------
<S>                                            <C>                    <C>                    <C>
NET REVENUES                                   $         --           $         --           $         --

OPERATING EXPENSES:
  Professional fees                                  16,317                 11,073                 45,371
  General and administrative expenses                 5,394                 19,923                 29,246
                                               ------------           ------------           ------------
TOTAL OPERATING EXPENSES                             21,711                 30,996                 74,617
                                               ------------           ------------           ------------
LOSS BEFORE INCOME TAX PROVISION                    (21,711)               (30,996)               (74,617)

INCOME TAX PROVISION                                     --                     --                     --
                                               ------------           ------------           ------------

NET LOSS                                       $    (21,711)          $    (30,996)          $    (74,617)
                                               ============           ============           ============
NET LOSS PER COMMON SHARE
 -BASIC AND DILUTED                            $      (0.00)          $      (0.00)
                                               ============           ============
WEIGHTED COMMON SHARES OUTSTANDING
 -BASIC AND DILUTED                              66,000,000             66,000,000
                                               ============           ============
</TABLE>


               See accompanying notes to the financial statements

                                       29
<PAGE>
                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
      For the Period from June 5, 2008 (Inception) Through January 31, 2012

<TABLE>
<CAPTION>
                                                  Common Stock,                                    Deficit
                                                $0.0001 Par Value                                Accumulated         Total
                                             ------------------------           Additional       during the       Stockholders'
                                            Number of                            paid-in         Development         Equity
                                             Shares            Amount            Capital            Stage           (Deficit)
                                             ------            ------            -------            -----           ---------
<S>                                        <C>               <C>               <C>               <C>               <C>
Balance, June 5, 2008 (inception)                   --       $        --       $        --       $        --       $        --

Shares issued for cash at
 $0.0003 per share on August 1, 2008        45,000,000             4,500            10,500                --            15,000

Shares issued for cash at $0.0017
 per share from August 1, 2008
 through October 27, 2008                   21,000,000             2,100            32,900                --            35,000

Net loss                                                                                              (4,500)           (4,500)
                                           -----------       -----------       -----------       -----------       -----------
Balance, January 31, 2009                   66,000,000             6,600            43,400            (4,500)           45,500

Net loss                                                                                             (17,410)          (17,410)
                                           -----------       -----------       -----------       -----------       -----------
Balance, January 31, 2010                   66,000,000             6,600            43,400           (21,910)           28,090

Net loss                                                                                             (30,996)          (30,996)
                                           -----------       -----------       -----------       -----------       -----------
Balance, January 31, 2011                   66,000,000             6,600            43,400           (52,906)           (2,906)

Net loss                                                                                             (21,711)          (21,711)
                                           -----------       -----------       -----------       -----------       -----------

Balance, January 31, 2012                   66,000,000       $     6,600       $    43,400       $   (74,617)      $   (24,617)
                                           ===========       ===========       ===========       ===========       ===========
</TABLE>


               See accompanying notes to the financial statements.

                                       30
<PAGE>
                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                    For the
                                                                                                  Period from
                                                              For the            For the          June 5, 2008
                                                             Fiscal Year        Fiscal Year        (inception)
                                                               Ended              Ended              through
                                                             January 31,        January 31,        January 31,
                                                                2012               2011               2012
                                                              --------           --------           --------
<S>                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(21,711)          $(30,996)          $(74,617)
  Adjustments to reconcile net loss to net cash
   used in operating activities
     Write off of deposit on software                               --             15,000             15,000
  Changes in operating assets and liabilities:
     Prepaid expenses                                            2,400             (2,400)                --
     Accrued expenses                                            4,369             (2,068)             9,301
                                                              --------           --------           --------
           NET CASH USED IN OPERATING ACTIVITIES               (14,942)           (20,464)           (50,316)
                                                              --------           --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on software purchase                                      --                 --            (15,000)
                                                              --------           --------           --------
           NET CASH USED IN INVESTING ACTIVITIES                    --                 --            (15,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Amounts received from (paid to) stockholders                  30,200                 --             30,700
  Proceeds from sale of common stock                                --                 --             50,000
                                                              --------           --------           --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES            30,200                 --             80,700
                                                              --------           --------           --------
NET CHANGE IN CASH                                              15,258            (20,464)            15,384
Cash at beginning of period                                        126             20,590                 --
                                                              --------           --------           --------

CASH AT END OF PERIOD                                         $ 15,384           $    126           $ 15,384
                                                              ========           ========           ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
  Interest paid                                               $     --           $     --           $     --
                                                              ========           ========           ========
  Income tax paid                                             $     --           $     --           $     --
                                                              ========           ========           ========
</TABLE>


               See accompanying notes to the financial statements.

                                       31
<PAGE>
                           Online Tele-Solutions, Inc.
                          (A Development Stage Company)
                            January 31, 2012 and 2011
                        Notes to the Financial Statements


NOTE 1 - ORGANIZATION AND OPERATIONS

ONLINE TELE-SOLUTIONS, INC.

     Online   Tele-Solutions,   Inc.  (a  development  stage  company)  ("Online
Tele-Solutions"  or the "Company") was incorporated  under the laws of the State
of Nevada on June 5, 2008.  Initial  operations have included  organization  and
incorporation,  target  market  identification,  marketing  plans,  and  capital
formation.  A  substantial  portion of the  Company's  activities  has  involved
developing  a business  plan and  establishing  contacts and  visibility  in the
marketplace. The Company has generated no revenues since inception.

AMENDMENT TO THE ARTICLES OF INCORPORATION

     On March 9, 2012 the Board of  Directors  and the  consenting  stockholders
adopted and approved a resolution to (i) amend to its Articles of  Incorporation
to (a) increase the number of shares of authorized  common stock from 50,000,000
to  300,000,000;  and (b)  change the par value of each such  common  stock from
$0.001 per share to $0.0001 per share;  and (ii)  effectuate a forward  split of
all issued and outstanding  shares of common stock, at a ratio of thirty-for-one
(30:1) (the "Stock Split").

     All shares  and per share  amounts in the  financial  statements  have been
adjusted to give retroactive effect to the Stock Split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The Company's  financial  statements  have been prepared in accordance with
accounting  principles generally accepted in the United States of America ("U.S.
GAAP").

DEVELOPMENT STAGE COMPANY

     The Company is a development  stage company as defined by section 915-10-20
of the  Financial  Accounting  Standards  Board  ("FASB")  Accounting  Standards
Codification.  Although  the  Company  has  recognized  some  nominal  amount of
revenues since inception, the Company is still devoting substantially all of its
efforts on  establishing  the  business  and,  therefore,  still  qualifies as a
development  stage company.  All losses  accumulated  since  inception have been
considered as part of the Company's development stage activities.

USE OF ESTIMATES AND ASSUMPTIONS

     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  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.

     The Company's  significant estimates and assumptions include the fair value
of financial  instruments;  income tax rate, income tax provision,  deferred tax
assets and the valuation  allowance of deferred tax assets,  and the  assumption
that the Company will continue as a going concern.  Those significant accounting
estimates or assumptions  bear the risk of change due to the fact that there are
uncertainties attached to those estimates or assumptions,  and certain estimates
or assumptions are difficult to measure or value.

                                       32
<PAGE>
     Management  bases its  estimates on  historical  experience  and on various
assumptions  that are  believed to be  reasonable  in relation to the  financial
statements taken as a whole under the  circumstances,  the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources.

     Management  regularly  evaluates  the key factors and  assumptions  used to
develop the estimates  utilizing  currently  available  information,  changes in
facts and circumstances, historical experience and reasonable assumptions. After
such  evaluations,  and if deemed  appropriate,  those  estimates  are  adjusted
accordingly. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards
Codification  ("Paragraph  820-10-35-37")  to  measure  the  fair  value  of its
financial  instruments  and  paragraph   825-10-50-10  of  the  FASB  Accounting
Standards  Codification  for  disclosures  about  fair  value  of its  financial
instruments.  Paragraph 820-10-35-37  establishes a framework for measuring fair
value in  accounting  principles  generally  accepted  in the  United  States of
America (U.S. GAAP), and expands disclosures about fair value  measurements.  To
increase  consistency and  comparability in fair value  measurements and related
disclosures,  Paragraph  820-10-35-37  establishes a fair value  hierarchy which
prioritizes  the inputs to valuation  techniques used to measure fair value into
three (3) broad levels.  The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:

Level 1    Quoted market prices available in active markets for identical assets
           or liabilities as of the reporting date.

Level 2    Pricing inputs other than quoted prices in active markets included in
           Level 1, which are either directly or indirectly observable as of the
           reporting date.

Level 3    Pricing  inputs  that  are  generally   observable   inputs  and  not
           corroborated by market data.

     Financial  assets  are  considered  Level  3 when  their  fair  values  are
determined using pricing models,  discounted cash flow  methodologies or similar
techniques  and  at  least  one  significant   model   assumption  or  input  is
unobservable.

     The fair  value  hierarchy  gives the  highest  priority  to quoted  prices
(unadjusted)  in active  markets for  identical  assets or  liabilities  and the
lowest  priority  to  unobservable  inputs.  If the inputs  used to measure  the
financial  assets and  liabilities  fall  within  more than one level  described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

     The carrying  amounts of the Company's  financial  assets and  liabilities,
such as accrued  expenses  approximate  their fair  values  because of the short
maturity of these instruments.

     Transactions involving related parties cannot be presumed to be carried out
on  an  arm's-length   basis,  as  the  requisite   conditions  of  competitive,
free-market  dealings may not exist.  Representations  about  transactions  with
related parties,  if made,  shall not imply that the related party  transactions
were  consummated  on terms  equivalent  to those that  prevail in  arm's-length
transactions unless such representations can be substantiated.

     It is not, however,  practical to determine the fair value of advances from
stockholders due to their related party nature.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company  has  adopted  paragraph  360-10-35-17  of the FASB  Accounting
Standards  Codification  for its  long-lived  assets.  The Company's  long-lived
asset, which includes deposit on software,  is reviewed for impairment  whenever
events or changes in  circumstances  indicate  that the  carrying  amount of the
asset may not be recoverable.

     The  Company  assesses  the  recoverability  of its  long-lived  assets  by
comparing the projected  undiscounted net cash flows associated with the related
long-lived  asset or group of long-lived  assets over their remaining  estimated
useful lives against their respective carrying amounts.  Impairment,  if any, is
based on the excess of the carrying  amount over the fair value of those assets.
Fair value is generally  determined using the asset's expected future discounted

                                       33
<PAGE>
cash flows or market value, if readily  determinable.  If long-lived  assets are
determined  to be  recoverable,  but the newly  determined  remaining  estimated
useful lives are shorter than originally  estimated,  the net book values of the
long-lived assets are depreciated over the newly determined  remaining estimated
useful  lives.  The  Company  determined  that  there was an  impairment  of its
long-lived  asset as of January 31,  2011 and wrote off the  $15,000  deposit to
general and administrative

CASH EQUIVALENTS

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.

RELATED PARTIES

     The  Company  follows  subtopic  850-10  of the FASB  Accounting  Standards
Codification for the identification of related parties and disclosure of related
party transactions.

     Pursuant to Section  850-10-20 the Related parties include a. affiliates of
the Company;  b. Entities for which investments in their equity securities would
be  required,  absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and  profit-sharing  trusts  that are  managed  by or under the  trusteeship  of
management; d. principal owners of the Company; e. management of the Company; f.
other  parties  with which the  Company  may deal if one party  controls  or can
significantly  influence the management or operating policies of the other to an
extent  that one of the  transacting  parties  might  be  prevented  from  fully
pursuing its own separate interests; and g. Other parties that can significantly
influence the  management or operating  policies of the  transacting  parties or
that  have an  ownership  interest  in one of the  transacting  parties  and can
significantly  influence  the  other  to an  extent  that  one  or  more  of the
transacting  parties  might be  prevented  from fully  pursuing its own separate
interests.

     The financial  statements  shall include  disclosures  of material  related
party transactions,  other than compensation  arrangements,  expense allowances,
and other similar items in the ordinary course of business.  However, disclosure
of  transactions  that are  eliminated in the  preparation  of  consolidated  or
combined  financial  statements  is  not  required  in  those  statements.   The
disclosures  shall  include:  a. the  nature of the  relationship(s)  involvedb.
description of the transactions,  including  transactions to which no amounts or
nominal  amounts  were  ascribed,  for  each of the  periods  for  which  income
statements  are presented,  and such other  information  deemed  necessary to an
understanding of the effects of the transactions on the financial statements; c.
the dollar  amounts of  transactions  for each of the periods  for which  income
statements  are  presented  and the  effects  of any  change  in the  method  of
establishing  the terms from that used in the preceding  period;  and d. amounts
due from or to related  parties as of the date of each balance  sheet  presented
and, if not otherwise apparent, the terms and manner of settlement.

COMMITMENT AND CONTINGENCIES

     The  Company  follows  subtopic  450-20  of the FASB  Accounting  Standards
Codification  to report  accounting for  contingencies.  Certain  conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future  events  occur or fail to occur.  The Company  assesses  such  contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing  loss  contingencies  related to legal  proceedings  that are  pending
against the Company or  unasserted  claims that may result in such  proceedings,
the  Company  evaluates  the  perceived  merits  of  any  legal  proceedings  or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

     If the  assessment  of a contingency  indicates  that it is probable that a
material  loss  has  been  incurred  and  the  amount  of the  liability  can be
estimated,  then the  estimated  liability  would be  accrued  in the  Company's
consolidated   financial   statements.   If  the  assessment  indicates  that  a
potentially  material  loss  contingency  is  not  probable  but  is  reasonably
possible,  or is  probable  but  cannot  be  estimated,  then the  nature of the
contingent  liability,  and an  estimate  of the range of  possible  losses,  if
determinable and material, would be disclosed.

     Loss  contingencies  considered  remote are generally not disclosed  unless
they  involve  guarantees,  in which  case the  guarantees  would be  disclosed.
Management does not believe, based upon information available at this time, that

                                       34
<PAGE>
these matters will have a material adverse effect on the Company's  consolidated
financial position,  results of operations or cash flows.  However,  there is no
assurance  that such  matters  will not  materially  and  adversely  affect  the
Company's business, financial position, and results of operations or cash flows.

REVENUE RECOGNITION

     The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned.  The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an  arrangement  exists,  (ii) the  product has been  shipped or the
services have been  rendered to the customer,  (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.

INCOME TAX PROVISION

     The Company  accounts for income taxes under Section  740-10-30 of the FASB
Accounting  Standards  Codification,  which requires recognition of deferred tax
assets and liabilities  for the expected future tax  consequences of events that
have been  included  in the  financial  statements  or tax  returns.  Under this
method, deferred tax assets and liabilities are based on the differences between
the financial  statement and tax bases of assets and  liabilities  using enacted
tax rates in effect for the fiscal year in which the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to the extent
management  concludes  it is more  likely  than not that the assets  will not be
realized.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates  expected  to apply to taxable  income in the fiscal  years in which those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
the  Statements of Income and  Comprehensive  Income in the period that includes
the enactment date.

     The Company  adopted  section  740-10-25 of the FASB  Accounting  Standards
Codification  ("Section  740-10-25")  with regards to uncertainty  income taxes.
Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected  to be claimed  on a tax return  should be  recorded  in the  financial
statements.  Under Section 740-10-25,  the Company may recognize the tax benefit
from an uncertain  tax position  only if it is more likely than not that the tax
position will be sustained on  examination by the taxing  authorities,  based on
the  technical  merits  of the  position.  The tax  benefits  recognized  in the
financial  statements  from  such a  position  should be  measured  based on the
largest benefit that has a greater than fifty percent (50%)  likelihood of being
realized upon ultimate  settlement.  Section 740-10-25 also provides guidance on
de-recognition,   classification,   interest  and  penalties  on  income  taxes,
accounting in interim periods and requires increased disclosures.

     The estimated future tax effects of temporary  differences  between the tax
basis of assets and  liabilities are reported in the  accompanying  consolidated
balance  sheets,  as well as tax  credit  carry-backs  and  carry-forwards.  The
Company  periodically reviews the recoverability of deferred tax assets recorded
on  its  consolidated  balance  sheets  and  provides  valuation  allowances  as
management deems necessary.

     Management  makes judgments as to the  interpretation  of the tax laws that
might be challenged upon an audit and cause changes to previous estimates of tax
liability.   In  addition,   the  Company   operates   within   multiple  taxing
jurisdictions  and is subject to audit in these  jurisdictions.  In management's
opinion,  adequate  provisions for income taxes have been made for all years. If
actual  taxable income by tax  jurisdiction  varies from  estimates,  additional
allowances or reversals of reserves may be necessary.

UNCERTAIN TAX POSITIONS

     The Company did not take any uncertain tax positions and had no adjustments
to unrecognized income tax liabilities or benefits pursuant to the provisions of
Section 740-10-25 for the fiscal year ended January 31, 2012 or 2011.

NET INCOME (LOSS) PER COMMON SHARE

     Net  income  (loss)  per  common  share is  computed  pursuant  to  section
260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss)
per common  share is  computed  by dividing  net income  (loss) by the  weighted
average number of shares of common stock outstanding during the period.  Diluted
net income  (loss) per common share is computed by dividing net income (loss) by
the  weighted   average  number  of  shares  of  common  stock  and  potentially

                                       35
<PAGE>
outstanding  shares of common stock  during the period to reflect the  potential
dilution that could occur from common shares issuable  through stock options and
warrants.

     There were no potentially outstanding dilutive common shares for the fiscal
year ended January 31, 2012 or 2011.

CASH FLOWS REPORTING

     The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification  for cash flows  reporting,  classifies  cash receipts and payments
according  to  whether  they  stem  from  operating,   investing,  or  financing
activities and provides  definitions of each category,  and uses the indirect or
reconciliation  method ("Indirect method") as defined by paragraph  230-10-45-25
of the FASB  Accounting  Standards  Codification  to  report  net cash flow from
operating  activities  by adjusting  net income to reconcile it to net cash flow
from  operating  activities by removing the effects of (a) all deferrals of past
operating  cash  receipts  and  payments  and all  accruals of  expected  future
operating  cash receipts and payments and (b) all items that are included in net
income that do not affect  operating  cash  receipts and  payments.  The Company
reports the reporting currency  equivalent of foreign currency cash flows, using
the  current  exchange  rate at the time of the cash  flows  and the  effect  of
exchange  rate  changes  on cash held in foreign  currencies  is  reported  as a
separate item in the reconciliation of beginning and ending balances of cash and
cash  equivalents  and  separately  provides  information  about  investing  and
financing  activities  not  resulting in cash receipts or payments in the period
pursuant  to   paragraph   830-230-45-1   of  the  FASB   Accounting   Standards
Codification.

SUBSEQUENT EVENTS

     The  Company  follows  the  guidance  in  Section  855-10-50  of  the  FASB
Accounting  Standards  Codification for the disclosure of subsequent events. The
Company will  evaluate  subsequent  events  through the date when the  financial
statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards
Codification,  the Company as an SEC filer  considers its  financial  statements
issued when they are widely distributed to users, such as through filing them on
EDGAR.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-05

     In June 2011,  the FASB  issued the FASB  Accounting  Standards  Update No.
2011-05 "COMPREHENSIVE INCOME" ("ASU 2011-05"),  which was the result of a joint
project with the IASB and amends the guidance in ASC 220,  COMPREHENSIVE INCOME,
by eliminating the option to present  components of other  comprehensive  income
(OCI) in the statement of stockholders'  equity.  Instead,  the new guidance now
gives  entities  the option to present all  non-owner  changes in  stockholders'
equity either as a single continuous statement of comprehensive income or as two
separate but consecutive statements.  Regardless of whether an entity chooses to
present comprehensive income in a single continuous statement or in two separate
but  consecutive  statements,  the  amendments  require  entities to present all
reclassification adjustments from OCI to net income on the face of the statement
of comprehensive income.

     The  amendments  in this Update should be applied  retrospectively  and are
effective for public entity for fiscal years,  and interim  periods within those
years, beginning after December 15, 2011.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08

     In September 2011, the FASB issued the FASB Accounting Standards Update No.
2011-08 "INTANGIBLES--GOODWILL AND OTHER: TESTING GOODWILL FOR IMPAIRMENT" ("ASU
2011-08").  This Update is to simplify how public and  nonpublic  entities  test
goodwill  for  impairment.  The  amendments  permit an  entity  to first  assess
qualitative  factors to  determine  whether it is more  likely than not that the
fair value of a reporting  unit is less than its carrying  amount as a basis for
determining  whether it is necessary to perform the two-step goodwill impairment
test described in Topic 350.  Under the amendments in this Update,  an entity is
not required to calculate  the fair value of a reporting  unit unless the entity
determines  that it is more likely than not that its fair value is less than its
carrying amount.

     The guidance is effective  for interim and annual  periods  beginning on or
after December 15, 2011. Early adoption is permitted.

                                       36
<PAGE>
FASB ACCOUNTING STANDARDS UPDATE NO. 2011-10

     In December 2011, the FASB issued the FASB Accounting  Standards Update No.
2011-10  "PROPERTY,  PLANT AND  EQUIPMENT:  DERECOGNITION  OF IN SUBSTANCE  REAL
ESTATE-A SCOPE  CLARIFICATION"  ("ASU  2011-09").  This Update is to resolve the
diversity  in  practice  as to how  financial  statements  have been  reflecting
circumstances  when parent company reporting  entities cease to have controlling
financial interests in subsidiaries that are in substance real estate, where the
situation arises as a result of default on nonrecourse debt of the subsidiaries.

     The amended guidance is effective for annual reporting periods ending after
June 15, 2012 for public entities. Early adoption is permitted.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11

     In December 2011, the FASB issued the FASB Accounting  Standards Update No.
2011-11 "BALANCE SHEET:  DISCLOSURES  ABOUT  OFFSETTING  ASSETS AND LIABILITIES"
("ASU 2011-11").  This Update requires an entity to disclose  information  about
offsetting and related  arrangements to enable users of its financial statements
to understand the effect of those  arrangements on its financial  position.  The
objective of this disclosure is to facilitate  comparison between those entities
that prepare  their  financial  statements  on the basis of U.S.  GAAP and those
entities that prepare their financial statements on the basis of IFRS.

     The amended guidance is effective for annual reporting periods beginning on
or after January 1, 2013, and interim periods within those annual periods.

FASB ACCOUNTING STANDARDS UPDATE NO. 2011-12

     In December 2011, the FASB issued the FASB Accounting  Standards Update No.
2011-12 "COMPREHENSIVE INCOME:  DEFERRAL OF THE EFFECTIVE DATE FOR AMENDMENTS TO
THE  PRESENTATION  OF  RECLASSIFICATIONS  OF  ITEMS  OUT  OF  ACCUMULATED  OTHER
COMPREHENSIVE   INCOME  IN  ACCOUNTING   STANDARDS  UPDATE  NO.  2011-05"  ("ASU
2011-12").  This  Update is a  deferral  of the  effective  date  pertaining  to
reclassification  adjustments out of accumulated other  comprehensive  income in
ASU  2011-05.  FASB is to going to  reassess  the  costs and  benefits  of those
provisions in ASU 2011-05 related to reclassifications  out of accumulated other
comprehensive  income.  Due  to  the  time  required  to  properly  make  such a
reassessment and to evaluate alternative  presentation formats, the FASB decided
that it is necessary to  reinstate  the  requirements  for the  presentation  of
reclassifications  out of accumulated  other  comprehensive  income that were in
place before the issuance of Update 2011-05.

     All other  requirements  in Update 2011-05 are not affected by this Update,
including  the  requirement  to report  comprehensive  income either in a single
continuous  financial  statement or in two separate  but  consecutive  financial
statements.  Public entities should apply these  requirements  for fiscal years,
and interim periods within those years, beginning after December 15, 2011.

OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS

     Management  does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.

NOTE 3 - GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern,  which  contemplates  continuity  of
operations,  realization of assets, and liquidation of liabilities in the normal
course of business

     As reflected in the accompanying  financial  statements,  the Company had a
deficit accumulated during the development stage at January 31, 2012, a net loss
and net cash used in  operating  activities  for the  fiscal  year  then  ended,
respectively,  with no revenues  earned since  inception.  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

                                       37
<PAGE>
     While the  Company  is  attempting  to  commence  operations  and  generate
revenues,  the Company's  cash position may not be sufficient  enough to support
the Company's daily operations.  Management intends to raise additional funds by
way of a public  or  private  offering.  Management  believes  that the  actions
presently  being  taken to further  implement  its  business  plan and  generate
revenues provide the opportunity for the Company to continue as a going concern.
While  the  Company  believes  in the  viability  of its  strategy  to  commence
operations and generate  revenues and in its ability to raise additional  funds,
there can be no  assurances  to that  effect.  The  ability  of the  Company  to
continue as a going concern is dependent  upon the Company's  ability to further
implement its business plan and generate revenues.

     The  financial  statements  do not include any  adjustments  related to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

NOTE 4 - DEPOSIT

     The Company  follows  section  350-50-25 of the FASB  Accounting  Standards
Codification,   WEBSITE  DEVELOPMENT  COSTS,  which  specifies  the  appropriate
accounting for costs incurred in connection with the development and maintenance
of websites.  Under  350-50-25,  costs  related to certain  website  development
activities  are  expensed as  incurred  (such as planning  and  operating  stage
activities).  Costs relating to certain website  application and  infrastructure
development  are generally  capitalized,  and are  amortized  over its estimated
useful life of two (2) years.  The Company made a deposit of $15,000 for initial
stage  software  development  and wrote off the  $15,000  deposit to general and
administrative  expenses  in the fiscal  year ended  January 31, 2011 due to the
Company   having   insufficient   funding  to  continue   software  and  website
development.

NOTE 5 - RELATED PARTY TRANSACTIONS

FREE OFFICE SPACE

     The Company has been provided office space by its Chief  Executive  Officer
at no cost.  The  management  determined  that such cost is nominal  and did not
recognize the rent expense in its financial statements.

ADVANCES FROM STOCKHOLDER

     From time to time, stockholders of the Company advance funds to the Company
for working capital purpose. Those advances are unsecured,  non-interest bearing
and due on demand.

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT)

SHARES AUTHORIZED

     Upon formation the total number of shares of common stock which the Company
is authorized to issue is Fifty Million  (50,000,000)  shares,  par value $0.001
per share.

     On March 9, 2012 the Board of  Directors  and the  consenting  stockholders
adopted and  approved a  resolution  to effect an  amendment  to our Articles of
Incorporation  to increase the number of shares of authorized  common stock from
50,000,000  to  300,000,000.  The par value of each such  common  stock shall be
decreased from $0.001 per share to $0.0001 per share.

COMMON STOCK

     On August 1, 2008, the Company issued  45,000,000 shares of common stock at
$0.0003 per share to the company's president for total cash proceeds of $15,000.

     For the period from August 1, 2008 through  October 27,  2008,  the Company
issued  21,000,000  shares of common  stock at $0.0017  per share for total cash
proceeds of $35,000.

                                       38
<PAGE>
NOTE 7 - INCOME TAX PROVISION

DEFERRED TAX ASSETS

     At  January  31,  2012,   the  Company  had  net  operating   loss  ("NOL")
carry-forwards  for Federal  income tax  purposes of $74,617  that may be offset
against  future  taxable  income  through 2032. No tax benefit has been reported
with respect to these net  operating  loss  carry-forwards  in the  accompanying
financial  statements  because the Company  believes that the realization of the
Company's net deferred tax assets of  approximately  $25,370 was not  considered
more likely than not and accordingly, the potential tax benefits of the net loss
carry-forwards are offset by a full valuation allowance.

     Deferred   tax  assets   consist   primarily  of  the  tax  effect  of  NOL
carry-forwards.  The  Company has  provided a full  valuation  allowance  on the
deferred tax assets because of the uncertainty regarding its realizability.  The
valuation  allowance increased  approximately  $7,382 and $10,539 for the fiscal
years ended January 31, 2012 and 2011, respectively.

     Components  of  deferred  tax  assets at January  31,  2012 and 2011 are as
follows:

                                                       January 31,   January 31,
                                                          2012          2011
                                                        --------      --------
Net deferred tax assets - non-current:
  Expected income tax benefit from NOL carry-forwards   $ 25,370      $ 17,988
  Less valuation allowance                               (25,370)      (17,988)
                                                        --------      --------

Deferred tax assets, net of valuation allowance         $     --      $     --
                                                        ========      ========

INCOME TAX PROVISION IN THE STATEMENTS OF OPERATIONS

     A reconciliation of the federal statutory income tax rate and the effective
income tax rate as a percentage of income before income taxes is as follows:

                                                        For the       For the
                                                      Fiscal Year   Fiscal Year
                                                         Ended         Ended
                                                       January 31,   January 31,
                                                          2012          2011
                                                        --------      --------
Federal statutory income tax rate                           34.0%         34.0%
Change in valuation allowance on net operating
 loss carry-forwards                                       (34.0)        (34.0)
                                                        --------      --------

Effective income tax rate                                    0.0%          0.0%
                                                        ========      ========

NOTE 8 - SUBSEQUENT EVENTS

     The Company has evaluated all events that occurred  after the balance sheet
date through the date when the financial  statements were issued to determine if
they must be reported.  The Management of the Company determined that there were
no reportable subsequent events to be disclosed.

                                       39
<PAGE>
ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our reports filed under the  SECURITIES
EXCHANGE  ACT OF 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management, including our president (our principal executive
officer,  principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.

As of January 31, 2011,  the end of our fiscal year  covered by this report,  we
carried out an evaluation,  under the supervision and with the  participation of
our president (our principal executive officer,  principal financial officer and
principle accounting officer),  of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our president
(our principal  executive  officer,  principal  financial  officer and principle
accounting  officer) concluded that our disclosure  controls and procedures were
effective as of the end of the period covered by this annual report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over  financial  reporting  responsibility,  estimates  and judgments by
management  are  required to assess the expected  benefits and related  costs of
control  procedures.  The  objectives  of  internal  control  include  providing
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded  against  loss  from  unauthorized  use  or  disposition,  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded properly to permit the preparation of consolidated financial statements
in  conformity  with  accounting  principles  generally  accepted  in the United
States.  Our management  assessed the effectiveness of our internal control over
financial  reporting  as of December 31, 2010.  In making this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK.  Our  management  has  concluded  that,  as of January 31, 2011,  our
internal control over financial reporting is effective.  Our management reviewed
the results of their assessment with our board of directors.

This  annual  report  does not include an  attestation  report of our  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by our company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit our company to provide  only  management's
report in this annual report.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include
but is not  limited  to the use of  independent  professionals  for  advice  and
guidance,  interpretation  of existing  and/or  changing  rules and  principles,
segregation of management duties, scale of organization,  and personnel factors.
Internal  control over  financial  reporting is a process which  involves  human
diligence  and  compliance  and is subject to lapses in judgment and  breakdowns
resulting from human failures.  Internal  control over financial  reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations,  internal control over financial reporting may not prevent
or detect  misstatements on a timely basis,  however these inherent  limitations
are known  features  of the  financial  reporting  process and it is possible to
design into the process safeguards to reduce,  though not eliminate,  this risk.
Therefore,  even those  systems  determined  to be  effective  can provide  only
reasonable  assurance  with  respect  to  financial  statement  preparation  and
presentation.  Projections of any evaluation of  effectiveness to future periods
are subject to the risk that controls may become  inadequate  because of changes
in conditions,  or that the degree of compliance with the policies or procedures
may deteriorate.

                                       40
<PAGE>
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
that occurred during the year ended January 31, 2012 that have materially or are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10.  DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE  EXECUTIVE
          OFFICER AND DIRECTORS

Our officers and directors and their ages and positions are as follows:

Name                            Age           Position
----                            ---           --------
Mario Jakiri Tolentino          43            President, Treasurer and Director
Owen A. Orendain                41            Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years.

MARIO JAKIRI  TOLENTINO - Mr. Tolentino has served as our Treasurer and Director
since our inception on June 5, 2008. He was appointed President on March 1, 2009
following  the  resignation  of  Mr.  Geronimo  Ferrer  Abelanes  as  President,
Secretary  and  Director on the same date.  Mr.  Tolentino  is an  engineer  who
specializes in the area of satellite  communications and VoIP telephony systems.
Since  2005,  he has worked as the  SATCOMM  Engineer  for  Rignet  PTE Ltd.  of
Singapore  where he is  responsible  for  working  with  customers  to  document
specifications,  design and develop satellite based  communication  sub-systems.
From 1997 to 2005, Mr. Tolentino worked as a Satellite  Engineer for ST Teleport
PTE Ltd.,  also in Singapore.  In this role he was responsible for the operation
and  maintenance  of a satellite  ground  station,  operation  and control booth
uplink, downlink of broadcast services and customer system co-locate services of
IP over  satellite  VSAT  network.  He was also  responsible  for  operating and
maintaining the VSAT hub, organizing  resources and configuration  requirements,
troubleshooting and system optimization.  Mr. Tolentino graduated from the Saint
Louis  University  in Baguio City,  Philippines  with a BSC in  Electronics  and
Communication  Engineering  in 1989. He has also  completed  industry  technical
course in Global VSAT Technology, level 1 & 2, GVF (USA Standard).

OWEN A.  ORENDAIN - Mr.  Orendain  was  appointed  our Director on March 1, 2009
following the  resignation  of Mr.  Abelanes as a director on the same date. Mr.
Orendain is an engineer who focuses on media  content for Ascent Media Pte Ltd.,
a provider of creative  and  technical  services to the media and  entertainment
industries in Singapore.  He has held various engineering  positions with Ascent
since  September  1997.  From August 1995 to September  1997, Mr. Orendain was a
broadcast   controller  with  ST  Teleport  Pte  Ltd.,  a  satellite  and  fibre
communications  solutions provider also in Singapore.  He has held this position
since  2004.  Mr.  Orendain  attained a Bachelor of Science in  Electronics  and
Communications  Engineering from the Intramuros  Manila,  Philippines,  in March
1993.

                                       41
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS

To date, our Board of Directors has not  established a nominating and governance
committee, a compensation committee, nor an audit committee.

CODE OF ETHICS

We currently do not have a Code of Ethics.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
directors,  executive  officers,  and stockholders  holding more than 10% of our
outstanding  common stock,  to file with the Securities and Exchange  Commission
initial  reports of ownership and reports of changes in beneficial  ownership of
our  common  stock.   Executive   officers,   directors   and   greater-than-10%
stockholders  are required by SEC  regulations  to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the period ended January 31, 2011, no
Section 16(a) reports required to be filed by our executive officers,  directors
and greater-than-10% stockholders were not filed on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of compensation  paid to the following persons during the fiscal
period ended March 31, 2010 are set out in the summary compensation table below:

     *    our Chief Executive Officer (Principal Executive Officer);
     *    our Chief Financial Officer (Principal  Financial Officer);
     *    each of our three most highly compensated  executive  officers,  other
          than the  Principal  Executive  Officer  and the  Principal  Financial
          Officer,  who were  serving as  executive  officers  at the end of the
          fiscal  year  ended  January  31,  2012;  and
     *    up to two additional  individuals for whom disclosure  would have been
          provided under the item above but for the fact that the individual was
          not  serving as our  executive  officer at the end of the fiscal  year
          ended January 31, 2012;

         (collectively, the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     Non-Equity  Nonqualified
               Fiscal                                                Incentive    Deferred        All
 Name and       Year                                                   Plan        Compen-       Other
 Principal     Ended                            Stock      Option     Compen-      sation       Compen-
 Position     July 31,   Salary($)   Bonus($)  Awards($)  Awards($)   sation($)   Earnings($)   sation($)  Totals($)
------------  --------   --------    -------   --------   --------    --------    ----------    --------   --------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Mr. Mario      2012        0            0         0          0           0            0            0          0
Jakiri         2011        0            0         0          0           0            0            0          0
Tolentino (1)
</TABLE>

Notes:
(1)  Mr.  Tolentino  has  been  our  President  and a  Director  since  we  were
     incorporated on June 5, 2008.

                                       42
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
(a)           (b)           (c)            (d)          (e)        (f)          (g)         (h)         (i)          (j)
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Mr. Mario     --             --             --           --         --          --           --          --           --
Jakir
Tolentino
</TABLE>

OPTION GRANTS AND EXERCISES

There were no option grants or exercises by any of the executive  officers named
in the Summary Compensation Table above.

EMPLOYMENT AGREEMENTS

We have not  entered  into  employment  and/or  consultant  agreements  with our
Directors and officers.

COMPENSATION OF DIRECTORS

All directors  receive  reimbursement for reasonable  out-of-pocket  expenses in
attending board of directors meetings and for promoting our business.  From time
to time we may  engage  certain  members  of the board of  directors  to perform
services  on our  behalf.  In such cases,  we  compensate  the members for their
services at rates no more  favorable  than could be obtained  from  unaffiliated
parties.  Our directors have not received any  compensation  for the fiscal year
ended January 31, 2012.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

BENEFICIAL OWNERSHIP OF HOLDINGS

The table  below sets forth the  number and  percentage  of shares of our common
stock owned as of October 26, 2009, by the following  persons:  (i) stockholders
known  to us who own 5% or  more of our  outstanding  shares,  (ii)  each of our
Directors,  and (iii) our officers and  Directors as a group.  Unless  otherwise
indicated,  each of the  stockholders  has sole voting and investment power with
respect to the shares beneficially owned.

                                       43
<PAGE>
                  Name and Address         Amount and Nature        Percentage
Title of Class    of Beneficial Owner   of Beneficial Ownership     of Class(1)
--------------    -------------------   -----------------------     -----------
Common Stock      Mr. Mario Jakiri            22,500,000              34.09%
                  Tolentino

Common Stock      Mr. Owen A. Orendain        23,100,000(2)           35.00%

Common Stock      All Officers as a Group     45,600,000              69.09%

----------
(1)  Based on 66,000,000 shares of our common stock outstanding.
(2)  Represents  22,500,000  shares of common  stock owned  directly and 600,000
     shares  of  common  stock  owned  by  Mr.  Orendain's  wife.  Mr.  Orendain
     expressely  disclaims  beneficial  ownership  with respect to the shares of
     common stock owned by his wife.

CHANGES IN CONTROL

There are no existing arrangements that may result in a change in control of the
Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following  table sets forth  information  regarding our equity  compensation
plans.

<TABLE>
<CAPTION>
                                 Number of Securities to be         Number of Securities          Remaining Available for
                                  Issued Upon Exercise of        Weighted-Average Exercise         Future Issuance Under
                                    Outstanding Options,       Price of Outstanding Options,     Equity Compensation Plans
   Plan Category                    Warrants and Rights            Warrants and Rights             (excluding securities
                                            (a)                            (b)                    reflected in column (a))
   -------------                   -------------------             -------------------            ------------------------
<S>                               <C>                             <C>                            <C>
Equity Compensation Plans to               --                               --                               --
be Approved by Security
Holders

Equity Compensation Plans Not              --                               --                               --
Approved by Security Holders

Total                                      --                               --                               --
</TABLE>

                                       44
<PAGE>
ITEM  13.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
           INDEPENDENCE

Other  than the  transactions  discussed  below,  we have not  entered  into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
Directors,  executive  officers,  stockholders  or any  member of the  immediate
family of any of the foregoing  had or is to have a direct or indirect  material
interest.

As at January 31, 2012, there is a balance owing to a stockholder of the Company
in the amount of $30,700.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  that  become  available.  They may face a conflict  in  selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the year ended  January 31, 2012,  Li & Company,  PC billed us for $4,500 in
audit fees. For the year-ended January 31, 2011, Li & Company,  PC billed us for
$4,500 in audit fees, including S-1 review fees.

REVIEW FEES

Li &  Company,  PC billed us  $2,250  for  reviews  of our  quarterly  financial
statements in 2012 that are not reported under Audit Fees above.

TAX AND ALL OTHER FEES

We did not pay any fees to Li & Company, PC for tax compliance,  tax advice, tax
planning or other work during our fiscal year ended January 31, 2012.

PRE-APPROVAL POLICIES AND PROCEDURES

We  have  implemented  pre-approval  policies  and  procedures  related  to  the
provision of audit and non-audit services. Under these procedures,  our board of
directors  pre-approves all services to be provided by Li & Company,  PC and the
estimated fees related to these services.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit                           Description
-------                           -----------

3.1      Articles of Incorporation of Registrant (Attached as an exhibit to our
         Registration Statement on Form S-1 originally filed with the SEC on
         October 14, 2009 and incorporated herein by reference.)

3.2      Bylaws. (Attached as an exhibit to our Registration Statement on Form
         S-1 originally filed with the SEC on October 14, 2009 and incorporated
         herein by reference.)

31.1     Certification of the Chief Executive and Chief Financial Officer
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1     Certification of Officers pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101      Interactive data files pursuant to Rule 405 of Regulation S-T.

                                       45
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      ONLINE TELE-SOLUTIONS INC.


                                      By: /s/ Mario Jakiri Tolentino
                                          --------------------------------------
                                          Mario Jakiri Tolentino
                                          President, Treasurer and Director
                                          (Principal  Executive  Officer,
                                          Principal Financial Officer and
                                          Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated.

<TABLE>
<CAPTION>
Signatures                                          Title                                          Date
----------                                          -----                                          ----
<S>                                                 <C>                                            <C>

/s/ Mario Jakiri Tolentino              President, Treasurer and Director (Principal            May 15, 2012
-----------------------------------     Executive Officer, Principal Financial Officer
Mario Jakiri Tolentino                  and Principal Accounting Officer)


/s/ Owen A. Orendain                    Director                                                May 15, 2012
-----------------------------------
Owen A. Orendain
</TABLE>

                                       46