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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549SECOND AMENDEDFORM 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, 2007Commission 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, is being submitted in response to comments from the SEC requesting specific disclosures pertaining to the evaluation of the managements internal control over financial reporting. Please see Item 8A. Item 8A replaces the section previously identified as Item 9A on the Companys Form 10-KSB/A filed with the SEC on September 3, 2008.  No other changes were made to the annual report.

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ITEM 8A. CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING

Management has reassessed the adequacy of the Company's Internal Controls over Financial Reporting in light of its failure to provide a timely filed report regarding the Management's review of such financial reporting controls and procedures. The absence of the Management's report on Internal Control over Financial Reporting 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 the procedures and controls over financial reporting that were in place ineffective.

The Company has since retained legal, accounting, and other professional services to address the deficiencies in its controls and procedures over 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 financial reporting.





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