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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-KSB

(Mark one)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended: December 31, 2007

Commission file number:0-26307

Nettel Holdings, Inc.(Exact name of small business issuer as specified in its charter)

Florida
     
     65-0827278(State or other jurisdiction of incorporation or
     
     (IRS Employer Identification No.)organization)


12655 SW Center Street, Beaverton, Oregon 97005(Address of principal executive offices) (Zip Code)

360-369-6367(Issuers telephone number)

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

Common Stock, Par Value $.01(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as 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  ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  ̈

Issuers revenues for its most recent fiscal year: $21,505,122.

As of March 31, 2008, there were 53,679,833 shares of the issuer's common stock issued and outstanding. There is only a limited trading market in the shares of the issuers common stock at the date of the filing of the Form 10-KSB. Affiliates of the Issuer own 13,576,290 shares of the Issuer issued and outstanding common stock. 40,103,543 shares are held by non-affiliates. Affiliates for the purposes of this Annual Report refer to the officers, directors and/or persons or firms owning 5% or more of Issuers common stock, both of record and beneficially and affiliates thereof.

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If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., PartI, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2007). No documents are incorporated by reference.

This amendment to the Companys 10-KSB, originally filed on May 14, 2008 and the subsequent 10-KSB/A filed on September 24, 2008, is being submitted in response to comments from the SEC requesting specific disclosures pertaining to the evaluation of disclosure controls and procedures. This amendment contains a revised Item 8A and deletes Item 14 of the previously filed annual reports. No other changes have been made to the material preceding Item 8A.



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ITEM 8A. CONTROLS AND PROCEDURES

INTERNAL CONTROL OVER FINANCIAL REPORTING

We maintain disclosure controls and procedures designed to ensure that material information related to our company is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Evaluation of Disclosure Controls and ProceduresNETTEL HOLDINGS INCs management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act). Even an effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial reporting. Furthermore, the effectiveness of an internal control system in future periods can change with conditions.

NETTEL HOLDINGS INCs management, under the direction of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of NETTEL HOLDINGS INCs internal controls over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, inInternal control  Integrated Framework. Based on this assessment, management believes that sufficient evidence exists, as of December 31, 2007, to support a conclusion that NETTEL HOLDINGS INCs internal controls over financial reporting are effective.

Changes in Internal Controls Over Financial ReportingThere were no changes in NETTEL HOLDINGS INCs internal controls over financial reporting that occurred during the fiscal year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, NETTEL HOLDINGS INCs internal control over financial reporting.

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

DISCLOSURE CONTROL AND PROCEDURES

Management has reassessed the adequacy of the Companys disclosure controls and procedures in light of its failure to provide a timely-filed evaluation of those controls and procedures. The absence of the Managements evaluation of disclosure controls and procedures from the Companys initial annual report filed with the SEC for the fiscal year 2007 rendered the report materially deficient. As such, Management has determined that this oversight rendered ineffective the procedures and controls over disclosure that were in place.

The Company has since retained legal, accounting, and other professional services to address the deficiencies in its controls and procedures over disclosure and financial reporting. It is Managements position that the deficiencies have been corrected and the new measures that have been put in place now ensure effective internal control over both financial reporting and disclosure.



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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following sets forth certain information with respect to directors and executive officers of the Company.

|Name           | Age | Position with the Company                      
|-------------- | --- | -----------------------------------------------
|Michael Nguyen | 37  | President, Chief Financial Officer and Director
|Tyroe Chhim    | 40  | Director                                       
|Larry Olson    | 57  | Director                                       

Directors serve for a term of one year or until their successors are elected and qualified. Executive officers are appointed by and serve at the will of the Board of Directors. Each of the officers serves at the discretion of the Board of Directors.

At a board meeting on May 1, 2003 duly held and called, Tam Bui and Tina Phan were elected to the board of directors by majority vote of the board of directors. Following the election of Mr. Bui and Ms. Phan to the board of directors of the Company, Thomas J. Craft, Jr. and Richard Rubin submitted their resignation as directors and officers of the Company. At a board meeting on May 23, 2003 duly held and called, Michael Nguyen was elected to the board of directors and In June 2003, Ms. Phan submitted her resignation as an officer and a director of the Company. In August 2004, Mr. Bui submitted his resignation as a director of the Company. The current board of directors of the Company consists of Michael Nguyen, Chairman.

Michael Nguyen, President and Chairman

Mr. Nguyen holds a Bachelor of science degree from Portland State University; he also served six years in the Oregon Army National Guard. Mr. Nguyen has over 10 years experience in the telecommunications industry. He founded NetTel Globalcommunication Inc. in 1999 and has served as its chief executive officer since the Company was founded.

Tyroe Chhim, Director

Mr. Chhim holds a Bachelor of Science degree from Portland State University. Mr. Chhim has over 12 years experience in the finance industry. Since 1993, he has been in Corporate Cash/Treasury Management. From 2000 to 2006, he owned the House of Asia restaurant chain. Since 2007 to the present, he has been the President of Stoneleigh Investment.

Larry Olson, Director

Mr. Olson has a Business Degree and Engineering Degree. In 1973, Mr. Olson started Olson Precast of Arizona, a multi million dollar company employing 130 people. This venture spearheaded Olson Precast of Las Vegas, now owned by Mr. Olson's son. Mr. Olson also created and developed Olson Precast, Nevada which is also a multimillion dollar company with over 100 employees. From 2002 to 2005, Mr. Olson was part owner and director of the Phoenix National Bank until it was sold to Northern Trust. Presently, he is serving as Director of Azco Mining, a public company, He became a director in 1999 and has held position of Chairman since 2000. Mr. Olson was also President and CEO until October 2003. As of 2007, he has also served as Director of Providential Holdings, a public company, and Education 20/20 a private company from 2004 to 2006. Since 2005, Mr. Olson is also Chairman and founding Director of LoveWorks International, an African Non-Governmental Organization which oversees the operation of New Hope Orphanage and school. New Hope provides a home and education to 800 children who have lost a parent to AIDS.



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ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth compensation earned by the Companys executive officer:

|                    |      |              |        |        |              |                | All    |    
|------------------- | ---- | ------------ | ------ | ------ | ------------ | -------------- | ------ | ---
|                    |      |              |        |        |              | Non-Equity     | other  |    
|                    |      |              |        | Stock  | Option       | Incentive Plan | Compen |    
|Name and Principal  |      | Salary Bonus | Awards | Awards | Compensation | sation         | Total 
|Position            | Year | ($)          | ($)    | ($)    | ($)          | ($)            | ($)    | ($)
|                   
|Michael Nguyen,     |      |              |        |        |              |                |        |    
|President and Chief | 2007 | 0            | 0      | 0      | 0            | 0              | 0      | 0  
|Executive Officer   | 2006 | 0            | 0      | 0      | 0            | 0              | 0      | 0  
|                    | 2005 | 0            | 0      | 0      | 0            | 0              | 0      | 0  

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of March 31, 2007, with respect to the number of shares beneficially owned by individuals, directors and officers and by all directors and officers of the Company as a group, and by persons known to own more than 5% of the Company's shares.

|Name and Address of Beneficial  | Number of       |            |  
|------------------------------- | --------------- | ---------- | -
|Owner                           | Shares Held (1) | Percentage |  
|Michael Nguyen, President and   |                 |            |  
|Chairman                        | 10,596,290      | 19.7       | %
|4701 NE Portland Hwy, Portland, |                 |            |  
|Oregon 97218                    |                 |            |  

(1) Based upon shares 53,679,833 issued and outstanding as of March 31, 2008.



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(B) Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's officers and directors, and persons who own more that ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and with any exchange on which the Company's securities are traded. Officers, directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. Based solely upon its review of the copies of such reports received from officers, directors and greater than ten percent shareholders, the Company reports the following failures to file reports under Section 16(a) of the Exchange Act:

Beneficial Owner ofName
     class of Securities
     Forms filed under Section 16(a)(%)(1)Michael Nguyen, President610 SW Broadway, Suite 405
     19.7%
     Form 5Portland, Oregon 97205Tran Le536 Widgeon Lane
     5.6%
     SC -13GBloomingdale, IL 30108


(1) Based upon shares 53,679,833 issued and outstanding as of March 31, 2008.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

|(a) Exhibits |            
|------------ | -----------
|            
|Exhibit No.  | Description
|3(i)         |            
|3(i)         |            
|3(ii)        |            
|31.1         |            
|32.1         |            

(b) Reports on Form 8-KNone



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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Nettel Holdings, Inc. 
Date: October 1, 2008

/s/Michael Nguyen, PresidentMichael Nguyen, Chief Executive Officer and Chairman



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