UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-K/A**





(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





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





For
      the
      transition period from __________________ to
      __________________________.





Commission
      File Number: 333-144943





**WATCHTOWER,
      INC.**


(Exact
      name of registrant as specified in its charter)








**Nevada**
              (State
                or other jurisdiction of incorporation)
            **98-0523909**
              (IRS
                Employer Identification No.)




410
      Park Avenue, 15 th Floor, New York, NY 10022


(Address
      of principal executive offices)  (Zip
      Code)





Registrant's
      telephone number, including area code: (888)
      251-3422




Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to section 12(g) of the Act:


Common
      Stock, $0.001 par value





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the
      Act.  Yes o No x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§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. o








Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o
            
            Accelerated filer oNon-accelerated filer o
            
            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 o





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently computed second fiscal
      quarter. $220,000 based upon $0.05 per share which was the last price at which
      the common equity purchased by non-affiliates was last sold, since there is
      no
      public bid or ask price.





The
      number of shares of the issuer’s common stock issued and outstanding as of
      February 28, 2008 was 12,400,000 shares.





Documents
      Incorporated By Reference: None








**EXPLANATORY
      NOTE**




We
      are
      amending our Annual Report on Form 10-K (the “Original Filing”)for
      the
      period February 20, 2007 (inception) toDecember
      31, 2007, which was filed with the Securities and Exchange Commission on
      February 29, 2008. This Amendment is being filed because the Original Filing
      inadvertently failed to include Item 9A, Disclosure Controls and Procedures
      of
      the Company. For convenience and ease of reference, this Amendment contains
      only
      Item 9A. As a result of this Amendment, the certifications made pursuant to
      Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to
      the
      Original Filing, have been re-executed and re-filed as of the date of this
      Amendment.




This
      Amendment does not modify or update other disclosures in, or exhibits to, the
      Original Filing, and, accordingly, this Amendment should be read in conjunction
      with the Original Filing.









**PART
      I**





**Item
      9A.**  **Controls
      and Procedures.**





**Disclosure
      Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the SEC. Our Chief Executive
      Officer and Chief Financial Officer have reviewed the effectiveness of our
      “disclosure controls and procedures” (as defined in the Securities Exchange Act
      of 1934 Rules 13a-14(c) and 15d-14(c)) during the period covered by this report
      and have concluded that the disclosure controls and procedures are effective
      to
      ensure that material information relating to us is recorded, processed,
      summarized, and reported in a timely manner. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our Chief
      Executive Officer and Chief Financial Officer.





**Internal
      Controls Over Financial Reporting**




During
      the period
      February 20, 2007 (inception) to December
      31, 2007, there was no change in internal control over financial reporting
      that
      has materially affected, or is reasonably likely to materially affect our
      internal control over financial reporting.




Watchtower’s
      management, including the chief executive officer and chief financial officer,
      do not expect that its disclosure controls or internal controls will prevent
      all
      error and all fraud. A control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. In addition, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within a company have been detected. These inherent limitations include
      the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake.








Additionally,
      controls can be circumvented by the individual acts of some persons, by
      collusion of two or more people or by management’s override of the control. The
      design of any systems of controls is based in part upon certain assumptions
      about the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all potential future
      conditions. Over time, control may become inadequate because of changes in
      conditions, or the degree of compliance with the policies or procedures may
      deteriorate. Because of these inherent limitations in a cost-effective control
      system, misstatements due to error or fraud may occur and not be detected.
      Individual persons perform multiple tasks which normally would be allocated
      to
      separate persons and therefore extra diligence must be exercised during the
      period these tasks are combined. It is also recognized Watchtower has not
      designated an audit committee and no member of the board of directors has been
      designated or qualifies as a financial expert. The Company should address these
      concerns at the earliest possible opportunity.







**PART
      IV**





**Item
      15.**  **Exhibits.
      Financial Statement Schedules.**




Exhibit
            
            Description 31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act
                * 32.1
            Certification of Principal Executive
              Officer
              and Principal Financial Officer pursuant to Section 906 of the
              Sarbanes-Oxley*





*
      filed
      herewith





**SIGNATURES**





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





Date: March
              26, 2008WATCHTOWER,
              INC.By:
            /s/ Yisroel
              GuttfreundName:Yisroel
              GuttfreundTitle:  
                President
                and Chief Executive Officer,
              Chairman,
                and Director
              (Principal
                Executive, Financial and Accounting Officer)




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




Date:
              March 26,
              2008By:
            /s/ Yisroel
              GuttfreundName:Yisroel
              GuttfreundTitle:  
                President
                and Chief Executive Officer,
              Chairman, and Director
              (Principal
                Executive, Financial and Accounting
                Officer)




Date:
                March 26,
                2008By:
              /s/ Yechezkel
                KlohrName:
Yechezkel
                KlohrTitle:   Secretary
                  and Director