U.S. SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM
10-K


ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For
the fiscal year ended December 31, 2008


Commission file number:
333-144943





WATCHTOWER,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
              
              98-0523910(State
      of incorporation)
              
              (I.R.S.
      Employer Identification No.)





410 Park
Avenue, 15th
Floor


New York, New York
10022


(Address
of principal executive offices)





Tel:
(888) 251-3422


(Registrant’s
telephone number, including area code)





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


None





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


Common
Stock, $0.0001 par value








Indicate bycheck mark if the registrant is a
well-known seasoned issuer, as defined in Rule405 of the Securities
Act.     YesoNox





Indicate by check mark if the registrant
is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesoNox





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 March
27, 2009 was 12,400,000 shares.





Documents
Incorporated By Reference: None





TABLE
OF CONTENTS







PagePART
      I
                
                1Item
      1.
                Business.
                1Item
      1A.
                Risk
      Factors
                3Item
      1B.
                Unresolved
      Staff Comments
                3Item
      2.
                Properties
                3Item
      3.
                Legal
      Proceedings.
                3Item
      4.
                Submission
      of Matters to a Vote of Security Holders.
                4PART
      II
                
                4Item
      5.
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                4Item
      6.
                Selected
      Financial Data.
                4Item
      7.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                5Item
      7A.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                11Item
      8.
                Financial
      Statements.
                F-1
      - F-9Item
      9.
                Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                12Item
      9A.
                Controls
      and Procedures.
                12Item
      9A(T).
                Controls
      and Procedures
                12Item
      9B.
                Other
      Information.
                13PART
      III
                
                13Item
      10.
                Directors,
      Executive Officers and Corporate Governance.
                13Item
      11.
                Executive
      Compensation.
                14Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                15Item
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence.
                16Item
      14.
                Principal
      Accounting Fees and Services.
                16PART
      IV
                
                17Item
      15.
                Exhibits.
      Financial Statement Schedules.
                17SIGNATURES
                
                18










PART
I







Item
1.                      Business.





As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to Watchtower, Inc., unless the
context otherwise indicates.





Forward-Looking
Statements





This
Report contains forward-looking statements. For this purpose, any statements
contained in this Report that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking information includes
statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts,
costs and expenses, interest rates, outcome of contingencies, financial
condition, results of operations, liquidity, business strategies, cost savings,
objectives of management, and other matters. You can identify forward-looking
statements by those that are not historical in nature, particularly those that
use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. The Private
Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the
information.





These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”. We assume no obligation
to update forward-looking statements, except as otherwise required under the
applicable federal securities laws.





Corporate
Background





Watchtower,
Inc. (the “Company”) was incorporated on February 20, 2007, in the State of
Nevada. We were focused on becoming involved in the growing market for renewable
and environmentally sustainable energy and intended to market and resell
agricultural based bio-diesel fuels. Bio-diesel is fuel made from vegetable oils
or animal fats which can be used in existing diesel engines, such as Ethanol.
Our goal was to source various available agri-biodiesel fuel products from many
producers internationally and offer renewable alternatives to petroleum based
fuels in the United States. Since inception, the Company conducted virtually no
business other than organizational matters, filing its Registration Statement on
Form SB-2, which was declared effective by the Securities and Exchange
Commission (the “SEC”) on August 20, 2007 (the “Registration Statement”), and
filings of periodic reports with the SEC pursuant to the reporting requirements
of Securities Exchange Act of 1934, as amended.





In April
2007, we raised an aggregate of $35,000 from 39 investors in a private
placement. These funds were used by us primarily in connection with the
preparation of out Registration Statement relating to (i) the resale of
3,500,000 shares of our common stock, par value $0.0001 per share which were
issued and


1


outstanding
and offered and sold by the holders thereof, and (ii) the sale of up to
5,000,000 shares of common stock, par value $0.0001 per share, to be offered and
sold by us. The 5,000,000 shares offered by the Company were offered and sold at
a price of $0.05 per share on a "best efforts basis" by our directors and
officers.





On August
24, 2007, the Company concluded and terminated its public offering held in
accordance with the Registration Statement. Although pursuant to the
Registration Statement the offering could have remained open for as long as 180
business days after the date of the prospectus, the Company terminated the
offering because it believed that additional funds would not have been raised
pursuant to the offering. Prior to the conclusion of the offering, the Company
had sold to 9 persons an aggregate of 900,000 shares of its common stock for a
purchase price of $0.05 per share (amounting in the aggregate to $45,000.00). We
incurred expenses of $25,000 in connection with this offering. The net proceeds
of the offering were used for working capital. No proceeds were received by the
Company for the resales of our common stock by existing
shareholders.





Business
Overview





The Company was focused on becoming involved in the growing
market for renewable and environmentally sustainable energy and intended to
market and resell agricultural based bio-diesel fuels. Our goal was to source
various available agri-biodiesel fuel products from many producers
internationally and offer renewable alternatives to petroleum based fuels in the
United States. Due to the state of the economy, the Company has conducted
virtually no business other than organizational matters, filing its Registration
Statement and filings of periodic reports with the SEC.The Company has since
abandoned its business plan and is now seeking an operating company with which
to merge or to acquire.





We are
now considered a blank check company. The U.S. Securities and Exchange
Commission (the “SEC”) defines those companies as “any development stage company
that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify
as a “shell company,” because we have no or nominal assets (other than cash) and
no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of “blank check” companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.





Watchtower’s
current business plan is to attempt to identify and negotiate with a business
target for the merger of that entity with and into Watchtower. In certain
instances, a target company may wish to become a subsidiary of Watchtower or may
wish to contribute or sell assets to Watchtower rather than to merge. No
assurances can be given that Watchtower will be successful in identifying or
negotiating with any target company. Watchtower seeks to provide a method for a
foreign or domestic private company to become a reporting or public company
whose securities are qualified for trading in the United States secondary
markets.





A
business combination with a target company normally will involve the transfer to
the target company of the majority of the issued and outstanding common stock of
Watchtower, and the substitution by the target company of its own management and
board of directors. No assurances can be given that Watchtower will be able to
enter into a business combination, or, if Watchtower does enter into such
a


2


business
combination, no assurances can be given as to the terms of a business
combination, or as to the nature of the target company.





Competition





The
Company is an insignificant participant among firms which engage in business
combinations with, or financing of, development stage enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be a significant competitive disadvantage vis-a-vis the
Company's competitors.





Regulation
and Taxation





The
Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review
the


Company's
activities from time to time with a view toward reducing the likelihood the
Company could be classified as an "investment company."





The
Company intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.





Employees





The
Company's only employees at the present time are its officers and directors, who
will devote as much time as the Board of Directors determine is necessary to
carry out the affairs of the Company.





Item
1A.                      Risk
Factors





Smaller
reporting companies are not required to provide the information required by this
item.





Item
1B.                      Unresolved
Staff Comments





None





Item
2.                        
Properties





We
currently maintain our corporate offices at 410 Park Avenue, 15th Floor,
New York, NY 10022. We do not pay rent for this space because the amount of the
space we use at such office is de minimis. We believe that this space will be
sufficient until we start generating revenues and need to hire
employees.





Item
3.                       
Legal Proceedings.





There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting


3


securities
of the Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company’s property is not the
subject of any pending legal proceedings.





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




During
the period ending December 31, 2008, there has not been any matter which was
submitted to a vote of the Company’s shareholders through the solicitation of
proxies or otherwise.







PART
II







Item
5.                      Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.





Market
Information





Our
common stock has been eligible to be traded on the Over-The-Counter Bulletin
Board since October 18, 2007 under the ticker symbol WTWR. There has been no
active trading in the Company’s securities, and there has been no bid or ask
prices quoted.





Holders





As of
March 27, 2009, there were 12,400,000 common shares issued and outstanding,
which were held by 41 stockholders of record. .





Dividends





We have
never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.





Equity
Compensation Plans





We do not
have any equity compensation plans.





Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities





We did
not sell any unregistered securities during the fiscal year ended December 31,
2008.





Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers





We have
not repurchased any shares of our common stock during the fiscal year ended
December 31, 2008.





Item
6.                      Selected
Financial Data.





Smaller
reporting companies are not required to provide the information required by this
item.


4


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





Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of Watchtower, Inc. All forward-looking statements speak only as of the date on
which they are made. We undertake no obligation to update such statements to
reflect events that occur or circumstances that exist after the date on which
they are made.





Plan
of Operation - General





During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of Management or promoter of the Company has had any material discussions
with any other company with respect to any acquisition of that
company.





The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Annual Report is purposefully general and
is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.





The
Company will have to obtain funds in one or more private placements to finance
the operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company's proposed
business is sometimes referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placements. In any private placement, management may purchase
shares on the same terms as offered in the private placement.





Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another. The Company may
seek a business opportunity with a firm which only recently commenced
operations, or a developing company in need of additional funds for expansion
into new products or markets, or seeking to develop a new product or service, or
an established business which may be experiencing financial or operating
difficulties and is in the need for additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve the acquisition or merger with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and establish
wholly owned subsidiaries in various business or purchase existing businesses as
subsidiaries.





The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there
are


5


numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur 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.





As part
of any transaction, the acquired company may require that management or other
stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company's Common Stock. The
Company's funds are not expected to be used for purposes of any stock purchase
from insiders. The Company shareholders will not be provided the opportunity to
approve or consent to such sale. The opportunity to sell all or a portion of
their shares in connection with an acquisition may influence management's
decision to enter into a specific transaction. However, management believes that
since the anticipated sales price will be less than market value, that the
potential of a stock sale by management will be a material factor on their
decision to enter a specific transaction.





The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by Management in
connection with any acquisition.





The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.





The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents
nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.





The
Company does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.





Sources
of Opportunities





The
Company anticipates that business opportunities for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.





The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other


6


business
and professional people. It is not presently anticipated that the Company will
engage professional firms specializing in business acquisitions or
reorganizations.





The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than three hour per week)
to the business affairs of the Company, until such time as an acquisition has
been determined to be highly favorable, at which time they expect to spend full
time in investigating and closing any acquisition for a period of two weeks. In
addition, in the face of competing demands for their time, the officers and
directors may grant priority to their full-time positions rather than to the
Company.





Evaluation
of Opportunities





The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with management. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operation, if any;
prospects for the future; present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services or trades; name identification; and other
relevant factors. Officers and directors of each Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.





It may be
anticipated that any opportunity in which the Company participates will present
certain risks. Many of these risks cannot be adequately identified prior to
selection of the specific opportunity, and the Company's shareholders must,
therefore, depend on the ability of management to identify and evaluate such
risk. In the case of some of the opportunities available to the Company, it may
be anticipated that the promoters thereof have been unable to develop a going
concern or that such business is in its development stage in that it has not
generated significant revenues from its principal business activities prior to
the Company's anticipation. There is a risk, even after the Company's
participation in the activity and the related expenditure of the Company's
funds, that the combined enterprises will still be unable to become a going
concern or advance beyond the development stage. Many of the opportunities may
involve new and untested products, processes, or market strategies which may not
succeed. Such risks will be assumed by the Company and, therefore, its
shareholders.





The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.





Acquisition
of Opportunities





In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the
consummation


7


of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.





It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
Common Stock may have a depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot be predicted, it may
be expected that the parties to the business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the acquisition
in a so called "tax free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code"). In order to obtain tax
free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, including investors in
this offering, would retain less than 20% of the issued and outstanding shares
of the surviving entity, which could result in significant dilution in the
equity of such shareholders.





As part
of the Company's investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.





The
manner in which each Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the relative negotiating
strength of the Company and such other management.





With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilative effect on the percentage of shares held by the Company's
then shareholders, including purchasers in this offering.





The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.





Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products
acquired.


8


It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity the costs therefore
incurred in the related investigation would not be recoverable.





Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
of the Company of the related costs incurred.





Management
believes that the Company may be able to benefit from the use of "leverage" in
the acquisition of a business opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant indebtedness for a large
percentage of the purchase price for that business.





Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the business opportunity held on a leveraged basis will only
be profitable if it generates sufficient revenues to cover the related debt and
other costs of the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose or the impact thereof on the Company.





Liquidity
and Capital Resources





Our
balance sheet as of December 31, 2008 reflects that the Company has no assets.
In addition, the Company had a working capital deficiency of $19,576 at December
31, 2008. During year ended December 31, 2008, the Company relied on borrowings
from First Line Capital LLC in the amount of $13,400 to fund its expenses. Said
loan bears interest at 8% per annum and is payable on demand.





The focus
of Watchtower’s efforts is to acquire or develop an operating business. Despite
no active operations at this time, management intends to continue in business
and has no intention to liquidate


the
Company. Watchtower has considered various business alternatives including the
possible acquisition of an existing business, but to date has found possible
opportunities unsuitable or excessively priced. Watchtower does not contemplate
limiting the scope of its search to any particular industry. Management has
considered the risk of possible opportunities as well as their potential
rewards. Management has invested time evaluating several proposals for possible
acquisition or combination; however, none of these opportunities were pursued.
Watchtower presently owns no real property and at this time has no intention of
acquiring any such property. Watchtower’s sole expected expenses are comprised
of professional fees primarily incident to its reporting
requirements.





The
accompanying financial statements have been prepared assuming Watchtower will
continue as a going concern. Watchtower’s recurring losses from operations,
stockholders' deficiency and working


9


capital
deficiency, and lack of revenue generating operations, raise substantial doubt
about the Company’s ability to continue as a going concern.





Management
believes Watchtower will continue to incur losses and negative cash flows from
operating activities for the foreseeable future and will need additional equity
or debt financing to sustain its operations until it can achieve profitability
and positive cash flows, if ever. Management plans to seek additional debt
and/or equity financing for Watchtower, but cannot assure that such financing
will be available on acceptable terms.





The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. There can be no assurance that
management will be successful in implementing its business plan or that the
successful implementation of such business plan will actually improve the
Company’s operating results.





Going
Concern Consideration





The
Company is a shell company. The Company had no revenues and incurred a net loss
of $60,174 for the year ended December 31, 2008, and a net loss of $15,202 for
the period February 20, 2007 (inception) to December 31, 2007. In addition, the
Company had a working capital deficiency of $19,576 at December 31, 2008. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.





The
financial statements contained herein for the period ending December 31, 2008,
have been prepared on a “going concern” basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. For the reasons discussed herein and in the footnotes to our
financial statements included herein, there is a significant risk that we will
be unable to continue as a going concern. Our audited financial statements
included in this Annual Report for the year ended December 31, 2008, contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.





Recently
Issued Accounting Pronouncements





SAB 108





In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB 108). SAB 108 was issued in order to eliminate the
diversity in practice surrounding how public companies quantify financial
statement misstatements. SAB 108 requirements that registrants quantify errors
using both a balance sheet and income statement approach and evaluate whether
either approach results in a misstated amount that, when all relevant
quantitative and qualitative factors are considered, is material. The Company
has considered the SAB 108 to be not material.





SFAS 157





In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements(SFAS 157). SFAS 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS 157 is effective for the


10


Company’s
year end 2008, although early adoption is permitted. The Company has considered
SFAS 157 to be not material.





SFAS 162





The FASB
has issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162). SFAS 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities. The hierarchy under SFAS 162 is as
follows:





·
            FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, AICPA
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB, and Rules and interpretive
      releases of the SEC for SEC
registrants.





·
            FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.





·
            AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the EITF, and Appendix D EITF
      topics.





Statement
162 is effective 60 days following the SEC's approval of the PCAOB amendments to
AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles. Since SFAS 162 is only effective for nongovernmental
entities, the GAAP hierarchy will remain in AICPA Statement on Auditing
Standards (SAS) No. 69, The
Meaning of "Present Fairly in Conformity with Generally Accepted Accounting
Principles" in the Independent Auditor's Report, for state and local
governmental entities and federal governmental entities. The Company believes
the adoption of this standard will not have a material impact on the financial
condition or the results of the Company's operations.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item
7A.                   Quantitative
and Qualitative Disclosures About Market Risk.





Smaller
reporting companies are not required to provide the information required by this
item.






11





Item
8.                      Financial
Statements.









REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors and Stockholders


Watchtower,
Inc.





We have
audited the accompanying balance sheet of Watchtower, Inc. (a Development Stage
Company) (“the Company”) as of December 31, 2008 and the related statements of
operations, stockholders’ deficiency and cash flows for the year ended December
31, 2008, the period February 20, 2007 (inception) to December 31, 2007 and the
period February 20, 2007 (inception) to December 31, 2008.  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 audit.





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 audits 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.  Also, an audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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 Watchtower, Inc. at December 31,
2008, and the results of its operations and its cash flows for the year ended
December 31, 2008, the period February 20, 2007 (inception) to December 31, 2007
and the period February 20, 2007 (inception) to December 31, 2008 in conformity
with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has incurred an operating loss for the year ended
December 31, 2008, has had no revenues and has not commenced planned principal
operations.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.  Management’s plans regarding
those matters are also described in Note 2.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.








WOLINETZ,
LAFAZAN & COMPANY, P.C.








Rockville
Centre, New York


March 27,
2009

















WATCHTOWER INC.(A DEVELOPMENT STAGE
COMPANY)BALANCE SHEETDECEMBER 31, 2008
  ASSETSCurrent
      Assets:
                                                                                  $
                                                                                  -Total Current Assets
                                                                                  
                                                                                  -Total
      Assets
                                                                                  $
                                                                                  -LIABILITIES AND
      STOCKHOLDERS’ DEFICIENCYCurrent
      Liabilities:Bank
      Overdraft
                                                                                  $
                                                                                  43Accounts
      Payable
                                                                                  
                                                                                  6,133Loans
      Payable
                                                                                  
                                                                                  13,400Total Current Liabilities
                                                                                  
                                                                                  19,576Commitments
      and ContingenciesStockholders’
      Deficiency:Preferred
      Stock, $.0001 par value; 5,000,000 shares authorized, none issued and
      outstanding
                                                                                  
                                                                                  -Common
      Stock, $.0001 par value; 500,000,000 shares authorized, 12,400,000
      shares issued and outstanding
                                                                                  
                                                                                  1,240Additional
      Paid-In Capital
                                                                                  
                                                                                  54,560Deficit
      Accumulated During the Development Stage
                                                                                  
                                                                                  (75,376
                                                                                  )Total Stockholders’ Deficiency
                                                                                  
                                                                                  (19,576
                                                                                  )Total
      Liabilities and Stockholders’ Deficiency
                                                                                  $
                                                                                  -
  
  F-2
  WATCHTOWER INC.(A DEVELOPMENT STAGE
COMPANY)STATEMENT OF OPERATIONS
 For
      the Year EndedDecember 31, 2008
                                                                                                                                
                                                                                                                                
                                                                                                                                For
      the PeriodFebruary 20, 2007(inception) toDecember 31,
      2007
                                                                                                                                
                                                                                                                                
                                                                                                                                For
      the PeriodFebruary 20, 2007(inception) toDecember 31,
      2008Net
      Revenues
                                                                                                                                
                                                                                                                                $
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                -Costs
      and Expenses:Professional
      Fees
                                                                                                                                
                                                                                                                                
                                                                                                                                31,400
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                7,625
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                39,025Consulting
      Fees
                                                                                                                                
                                                                                                                                
                                                                                                                                14,500
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                14,500General
      and Administrative Expenses
                                                                                                                                
                                                                                                                                
                                                                                                                                13,791
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                6,474
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                20,265Start
      Up Costs
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                1,103
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                1,103Total
      Costs and Expenses
                                                                                                                                
                                                                                                                                
                                                                                                                                59,691
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                15,202
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                74,893Operating
      Loss
                                                                                                                                
                                                                                                                                
                                                                                                                                (59,691
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (15,202
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (74,893
                                                                                                                                )Other
      Income (Expense):Interest
      Expense
                                                                                                                                
                                                                                                                                
                                                                                                                                (483
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                (483
                                                                                                                                )Total
      Other Income (Expense)6
                                                                                                                                
                                                                                                                                
                                                                                                                                (483
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                (483
                                                                                                                                )Net
      Loss
                                                                                                                                
                                                                                                                                $
                                                                                                                                (60,174
                                                                                                                                )
                                                                                                                                
                                                                                                                                $
                                                                                                                                (15,202
                                                                                                                                )
                                                                                                                                
                                                                                                                                $
                                                                                                                                (75,376
                                                                                                                                )Basic
      and Diluted Loss Per Share
                                                                                                                                
                                                                                                                                $
                                                                                                                                (.00
                                                                                                                                )
                                                                                                                                
                                                                                                                                $
                                                                                                                                (.00
                                                                                                                                )Weighted
      Average Common Shares Outstanding
                                                                                                                                
                                                                                                                                
                                                                                                                                12,400,000
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                11,323,567
  
  F-3
  WATCHTOWER INC.(A DEVELOPMENT STAGE
COMPANY)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)FOR THE PERIOD
FEBRUARY 20, 2007 (INCEPTION) TO DECEMBER 31, 2008   Common
      Stock
                                                      
                                                      
                                                      AdditionalPaid-In
                                                      
                                                      
                                                      DeficitAccumulatedDuring
      theShares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Capital
                                                      
                                                      
                                                      Development
      Stage
                                                      
                                                      
                                                      TotalBalance,
      February 20, 2007
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -Common
      Stock Issued to Founders at $.0001 Per Share, February 20,
      2007
                                                      
                                                      
                                                      8,000,000
                                                      
                                                      
                                                      
                                                      800
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      800Common
      Stock Issued to Private InvestorsAt $.01 Per Share,
                                                          April 10, 2007
                                                      
                                                      
                                                      3,500,000
                                                      
                                                      
                                                      
                                                      350
                                                      
                                                      
                                                      
                                                      34,650
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      35,000Common
      Stock Issued Pursuant to Public Offering at $.025 Per
      Share,  August 25, 2007
                                                      
                                                      
                                                      900,000
                                                      
                                                      
                                                      
                                                      90
                                                      
                                                      
                                                      
                                                      19,910
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      20,000Net
      Loss for the Period
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (15,202
                                                      )
                                                      
                                                      
                                                      (15,202
                                                      )Balance,
      December 31, 2007
                                                      
                                                      
                                                      12,400,000
                                                      
                                                      
                                                      
                                                      1,240
                                                      
                                                      
                                                      
                                                      54,560
                                                      
                                                      
                                                      
                                                      (15,202
                                                      )
                                                      
                                                      
                                                      40,598Net
      Loss for the Year Ended December 31, 2008
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (60,174
                                                      )
                                                      
                                                      
                                                      (60,174
                                                      )Balance,
      December 31, 2008
                                                      
                                                      
                                                      12,400,000
                                                      
                                                      
                                                      $
                                                      1,240
                                                      
                                                      
                                                      $
                                                      54,560
                                                      
                                                      
                                                      $
                                                      (75,376
                                                      )
                                                      
                                                      $
                                                      (19,576
                                                      )
  
  F-4
 WATCHTOWER
INC.(A DEVELOPMENT STAGE COMPANY)STATEMENT OF CASH
FLOWS
 For
      the Year EndedDecember 31, 2008
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      For
      the PeriodFebruary 20, 2007(inception) toDecember 31,
      2007
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      For
      the PeriodFebruary 20, 2007(inception) toDecember 31,
      2008Cash
      Flows from Operating Activities:Net
      Loss
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      (60,174
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      (15,202
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      (75,376
                                                                                                                                                                                      )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Changes
      in Assets and Liabilities:Increase
      in Accounts Payable
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      5,758
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      375
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      6,133Net
      Cash Used in Operating Activities
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (54,416
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (14,827
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (69,243
                                                                                                                                                                                      )Cash
      Flows from Investing Activities:
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -Cash
      Flows from Financing Activities:Bank
      Overdraft
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      43
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      43Proceeds
      from Sale of Common Stock
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      80,800
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      80,800Expenses
      of Public Offering
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (25,000
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (25,000
                                                                                                                                                                                      )Proceeds
      of Borrowings
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      13,400
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      13,400Net
      Cash Provided by Financing Activities
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      13,443
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      55,800
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      69,243Increase
      (Decrease) in Cash
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      (40,973
                                                                                                                                                                                      )
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      40,973
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -Cash
      – Beginning of Period
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      40,973
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      -Cash
      – End of Period
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      40,973
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -Supplemental
      Disclosures of Cash Flow Information:Interest Paid
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -Income Taxes Paid
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -
                                                                                                                                                                                      
                                                                                                                                                                                      
                                                                                                                                                                                      $
                                                                                                                                                                                      -






WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies
 
 Organization
 
 Watchtower,
Inc. (“the Company”) was incorporated on February 20, 2007 under the laws of the
State of Nevada.
 
 The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company originally intended to market
and sell anti-lock braking systems produced in China to the auto parts and auto
manufacturing market in the United States. The Company has since abandoned its
business plan and is now seeking an operating company with which to merge or
acquire. Accordingly, the Company is now considered a blank check company. There
is no assurance, however, that the Company will achieve its objectives or
goals.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments purchased with a maturity of
three months or less to be cash equivalents.
 
 Revenue
Recognition
 
 For
revenue from product sales, the Company will recognize revenue in accordance
with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104),
which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” (SAB No. 101).  SAB No. 104 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably
assured.  Determination of criteria (3) and (4) are based on
management’s judgment regarding the fixed nature of the selling prices of the
products delivered and the collectibility of those
amounts.  Provisions for discounts and rebates to customers, estimated
returns and allowance, and other adjustments will be provided for in the same
period the related sales are recorded.
 
 Advertising
Costs
 
 Advertising
costs will be charged to operations when incurred.  The Company did
not incur any advertising costs during the year ended December 31, 2008 and the
period February 20, 2007 (inception) to December 31, 2007.
 
 Income
Taxes
 
 The
Company accounts for income taxes using the asset and liability method described
in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
establish deferred tax assets and liabilities for the temporary differences
between the financial reporting and the tax bases of the Company’s assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled.  A valuation allowance related to deferred tax
assets is recorded when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
 
 Loss Per
Share
 
 The
computation of loss per share is based on the weighted average number of common
shares outstanding during the period presented.  Diluted loss per
common share is the same as basic loss per common share as there are no
potentially dilutive securities outstanding (options and warrants).
   
 F-6
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 
 NOTE 1
-             
  Summary of
Significant Accounting Policies (Continued)
 
 Research and
Development
 
 Research
and development costs will be charged to expense in the period
incurred.  The Company did not incur any research and development
costs during the year ended December 31, 2008 and the period February 20, 2007
(inception) to December 31, 2007.
 
 Accounting
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reported period.  Actual results could differ from those
estimates.
 
 Fair Value of Financial
Instruments
 
 The
carrying value of cash, accounts payable and loans payable approximate fair
value because of the immediate or short-term maturity of these financial
instruments.
 
 Recently Issued Accounting
Pronouncements
 
 SAB 108
 
 In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB 108).  SAB 108 was issued in order to eliminate
the diversity in practice surrounding how public companies quantify financial
statement misstatements.  SAB 108 requirements that registrants
quantify errors using both a balance sheet and income statement approach and
evaluate whether either approach results in a misstated amount that, when all
relevant quantitative and qualitative factors are considered, is
material.  The Company has considered the SAB 108 to be not
material.
 
 SFAS 157
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements(SFAS 157).  SFAS 157 provides a common definition of fair
value and establishes a framework to make the measurement of fair value in
generally accepted accounting principles more consistent and
comparable.  SFAS 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure assets and
liabilities, the methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings.  SFAS 157 is effective for
the Company’s year end 2008, although early adoption is
permitted.  The Company has considered SFAS 157 to be not
material.
  
 
 F-7
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies (Continued)
 
 SFAS 162
 
 The FASB
has issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities.  The hierarchy under SFAS 162
is as follows:
 
 ·
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, AICPA
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB, and Rules and interpretive
      releases of the SEC for SEC
registrants.
 
 ·
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 ·
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the EITF, and Appendix D EITF
      topics.
 
 Statement
162 is effective 60 days following the SEC's approval of the PCAOB amendments to
AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Since SFAS 162 is only effective for
nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on
Auditing Standards (SAS) No. 69, The Meaning of "Present Fairly in
Conformity with Generally Accepted Accounting Principles" in the
Independent Auditor's Report, for state and local governmental entities and
federal governmental entities.  The Company believes the adoption of
this standard will not have a material impact on the financial condition or the
results of the Company's operations.
 
 
 NOTE 2
-                Going
Concern
 
 The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$60,174 for the year ended December 31, 2008, and a net loss of $15,202 for the
period February 20, 2007 (inception) to December 31, 2007.  In
addition, the Company had a working capital deficiency of $19,576 at December
31, 2008.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 There can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources.  The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its
business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company’s existing
stockholders.
 
 The
accompanying financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to
continue as a going concern.
 
 
 F-8
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 
 NOTE 2
-                Going Concern
(Continued)
 
 The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof.  There can be no assurances that the Company will be able to
raise the additional funds it requires.
 
 NOTE 3
-                Loans
Payable
 
 Loans
payable consist of various advances made to the Company during the year, bearing
interest at 8% per annum and payable on demand.
 
 
 NOTE 4
-           
    Common
Stock
 
 In
February 2007 the Company issued 8,000,000 shares of common stock to the
Founders of the Company for $800.
 
 In April
2007 the Company sold 3,500,000 shares of common stock for $35,000 to private
investors.
 
 On August
24, 2007 the Company sold 900,000 shares of common stock pursuant to its public
offering for gross proceeds of $45,000.  Expenses of the public
offering amounted to $25,000.
 
 
 NOTE 5
-                Preferred
Stock
 
 The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of preferred stock in series and at the time of
issuance, determine the rights, preferences and limitations of each
series.  The holders of preferred stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
the Company before any payment is made to the holders of the common
stock.  Furthermore, the board of directors could issue preferred
stock with voting and other rights that could adversely affect the voting power
of the holders of the common stock.
 
 
 NOTE 6
-                Income
Taxes
 
 At
December 31, 2008, the Company had available net-operating loss carryforwards
for Federal tax purposes of approximately $75,000, which may be applied against
future taxable income, if any, from 2027 to 2028.  Certain significant
changes in ownership of the Company may restrict the future utilization of these
tax loss carryforwards.
 
 At
December 31, 2008, the Company had a deferred tax asset of approximately $27,000
representing the benefit of its net operating loss carryforwards.  The
Company has not recognized the tax benefit because realization of the tax
benefit is uncertain and thus a valuation allowance has been fully provided
against the deferred tax asset.  The difference between the Federal
Statutory Tate of 34% and the Company's effective tax rate of 0% is due to an
increase in the valuation allowance of approximately $21,000 for the year ended
December 31, 2008.
 
 F-9




Item
9.                          
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.




Item
9A.  Controls and
Procedures.





Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of
December 31, 2008.





There has
not been any change in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter
ended December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





Item
9A(T).                   Controls
and Procedures





Management's
annual report on internal control over financial reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process
designed by, or under the supervision of, a company’s principal executive and
principal financial officers and effected by the company’s board of directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and





·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that
      could have a material effect on the financial statements.





Management
acknowledges its responsibility for establishing and maintaining adequate
internal controls over financial reporting. We are not in compliance with
Section 404 of the Sarbanes-Oxley Act of 2002, but intend to commence shortly
the system and process of documentation and evaluation needed to comply with
Section 404.





Attestation
report of the registered public accounting firm





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.


12


Changes
in internal control over financial reporting





During
the year ended December 31, 2008, there was no change in our internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





Item
9B.                      Other
Information.





None.




PART
III







Item
10.                      Directors,
Executive Officers and Corporate Governance.





Directors
and Executive Officers





The
following table sets forth certain information regarding the members of our
board of directors and our executive officers:





Name
              
              Age
              
              Positions
      and Offices HeldYisroel
      Guttfreund
                c/o
      Watchtower, Inc
                410
      Park Ave., 15th
      Floor,
                New
      York, NY 10022
              
              30
              
              Director,
      Chairman, President and Chief
                Executive
      OfficerYechezkel
      Klohr
                c/o
      Watchtower, Inc.
                410
      Park Avenue, 15th
      Floor,
                New
      York, NY 10022
              
              29
              
              Director,
      Secretary





Mr. Yisroel Guttfreund has
been our Chairman, President and CEO since we were established. Mr. Guttfreund
currently owns and operates his own consulting firm and has been doing so since
the spring of 2002. His area of expertise is assisting start-up companies market
their products and services to the general public. Prior to starting his own
consulting business in Jerusalem, Israel, Yisroel worked as an advertising
account representative for a local weekly advertising magazine called The
Jerusalem Weekly during the period of 1998 through the winter of 2002. During
the years of 1995 through 1998 Yisroel received a JD degree from Yeshiva
Tifferet Moshe in Bnei Brak, Israel.





Mr. Yechezkel Klohr has been
our Secretary since we were established. Mr. Klohr is currently a freelance
technical writer translating product information from English to Hebrew for
various importers in Jerusalem, Israel. Yechzkel has operated in this capacity
since the summer of 2003. For two years prior to this vocation, Yechezkel served
as an advanced tutor for young adults to assist them in improving their skills
in the English language. Additionally, Yechezkel is attending Hebrew University
and anticipates graduating with a Bachelor s degree in Economics in the spring
of 2008.





There are
no familial relationships among any of our directors or officers. None of our
directors or officers is a director in any other U.S. reporting companies. None
of our directors or officers has been affiliated with any company that has filed
for bankruptcy within the last five years. The Company is not aware of any
proceedings to which any of the Company’s officers or directors, or any
associate of any


13


such
officer or director, is a party adverse to the Company or any of the Company’s
subsidiaries or has a material interest adverse to it or any of its
subsidiaries.





Each
director of the Company serves for a term of one year or until the successor is
elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders. Each officer serves, at the pleasure
of the board of directors, for a term of one year and until the successor is
elected at the annual meeting of the board of directors and is
qualified.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires officers and directors of
the Company and persons who own more than ten percent of a registered class of
the Company's equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. We believe, based solely on our review of the
copies of such forms, that during the fiscal year ended December 31, 2008, all
reporting persons complied with all applicable Section 16(a) filing
requirements.





Auditors





Wolinetz,
Lafazan & Company, P.C., an independent registered public accounting firm,
is our auditor.





We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers. We do not have a “financial expert” on the board or an
audit committee or nominating committee.





Potential
Conflicts of Interest





Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company has only two directors, and to
date, such directors have been performing the functions of such committees.
Thus, there is a potential conflict of interest in that our directors and
officers have the authority to determine issues concerning management
compensation, nominations, and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executive officers or directors.





Involvement
in Certain Legal Proceedings





There are
no legal proceedings that have occurred within the past five years concerning
our directors, or control persons which involved a criminal conviction, a
criminal proceeding, an administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.





Item
11.                      Executive
Compensation.





Summary
Compensation





Since our
incorporation on February 20, 2007, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such. We have no


14


employment
agreements with any of our directors or executive officers. We have no pension,
health, annuity, bonus, insurance, stock options, profit sharing or similar
benefit plans.





Since our
incorporation on February 20, 2007, no stock options or stock appreciation
rights were granted to any of our directors or executive officers. We have no
long-term equity incentive plans.





Outstanding
Equity Awards





None of
our directors or executive officers holds unexercised options, stock that has
not vested, or equity incentive plan awards.





Compensation
of Directors





Since our
incorporation on February 20, 2007, no compensation has been paid to any of our
directors in consideration for their services rendered in their capacity as
directors.





Item
12.                      Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.





The
following table lists, as of March 27, 2009, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.





The
percentages below are calculated based on 12,400,000 shares of our common stock
issued and outstanding as of March 27, 2009. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock. Unless otherwise indicated, the address of each person
listed is c/o Watchtower, Inc., 410 Park Avenue, 15th Floor,
New York NY 10022.





Name of Beneficial
      Owner
                  
                  Number
      of
                    Shares
                    of
      Common
                    Stock
                    Beneficially
                    Owned
                  
                  Percent
      of
                    Common
      Stock
                    Beneficially
                    OwnedYisroel
      Guttfreund
                  
                  
                  7,500,000
                  
                  
                  60.5
                  %Yechezkel
      Klohr
                  
                  
                  500,000
                  
                  
                  4.0
                  %All
      directors and executive officers as a group (two persons)
                  
                  
                  8,000,000
                  
                  
                  64.5
                  %





15





Item
13.                      Certain
Relationships and Related Transactions, and Director Independence.





On
February 20, 2007, we issued 7,500,000 shares of our common stock to Yisroel
Guttfreund, our President, Chief Executive Officer, Chairman, and Director. The
shares were issued in consideration for the payment of a purchase price equal to
the par value of the shares, $0.0001 per share, which amounted in the aggregate
to $750. This transaction was conducted in reliance upon an exemption from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended.





On
February 20, 2007, we issued 500,000 shares of our common stock to Yechezkel
Klohr, our Secretary and Director. The shares were issued in consideration for
the payment of a purchase price equal to the par value of the shares, $0.0001
per share, which amounted in the aggregate to $50. This transaction was
conducted in reliance upon an exemption from registration provided under Section
4(2) of the Securities Act of 1933, as amended.





Director
Independence





We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange.





Item
14.                      Principal
Accounting Fees and Services.





Our
principal independent accountant is Wolinetz, Lafazan & Company, P.C. Their
pre-approved fees billed to the Company are set forth below:





Fiscal
      Year Ended
                  December
      31, 2008
                
                Fiscal
      Year Ended
                  December
      31, 2007Audit
      Fees
                
                $11,000
                
                $23,000Audit
      Related Fees
                
                $0
                
                $0Tax
      Fees
                
                $500
                
                $0All
      Other Fees
                
                $0
                
                $0





As of
December 31, 2008, the Company did not have a formal documented pre-approval
policy for the fees of the principal accountant. The Company does not have an
audit committee. The percentage of hours expended on the principal accountant's
engagement to audit our financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees was 0%.





16




PART
IV







Item
15.                      Exhibits.
Financial Statement Schedules.





Exhibit                      Description





The
      financial statements3.1
                    
                    Certificate
      of Incorporation of Registrant (annexed to the Registration Statement on
      Form SB-2 filed with the Securities and Exchange Commission on July 27,
      2007 and incorporated herein by reference)3.2
                    
                    By-Laws
      of Registrant (annexed to the Registration Statement on Form SB-2 filed
      with the Securities and Exchange Commission on July 27, 2007 and
      incorporated herein by reference)10.1
                    
                    Form
      of Regulation S Subscription Agreement (annexed to the Registration
      Statement on Form SB-2 filed with the Securities and Exchange Commission
      on July 27, 2007 and incorporated herein by reference)10.2
                    
                    Form
      of Investment Confirmation for the offering (annexed to the Current Report
      on Form 8-K filed with the Securities and Exchange Commission on August
      29, 2007 and incorporated herein by reference)31.1
                    
                    Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act (filed
      herewith)32.1
                    
                    Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley (filed
  herewith)





17




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 27, 2009





WATCHTOWER
      INC, INC.By.
              /s/
      Yisroel
      GuttfreundName:
              Yisroel
      GuttfreundTitle:
              President,
      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 27, 2009
              
              By.
              /s/
      Yisroel GuttfreundName:
              Yisroel
      GuttfreundTitle:
              President,
      Chief Executive Officer, Chairman, and Director
                  (Principal
      Executive, Financial, and Accounting
  Officer)








Date:
      March 27, 2009
              
              By.
              /s/
      Yechezkel
      KlohrName:
              Yechezkel
      KlohrTitle:
              Secretary
      and Director