UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For
the fiscal year ended December 31, 2008




OR





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





For
the transition period from ______ to ______





Commission
File No. 333-145134





WiTel
Corp.


(Exact
Name of Registrant as Specified in its Charter)





Nevada
              (State
      or other jurisdiction of
              incorporation
      or organization)
              
              Konigsallee
      60F, Dusseldorf, Germany
              (Address
      of Principal Executive Offices)
            20-8734462
              (I.R.S.
      Employer
              Identification
      No.)
              
              N/A
              (Zip
      Code)





Registrant's
Telephone Number, including area code: (866)-400-0576




201 Santa
Monica Blvd., Suite 300, Santa Monica, California


(Former
Address if changed since last report)







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




Title
      of each class
            Name
      of each exchange
              on
      which registeredN/A
            N/A





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




Common stock, $0.001 par
value


Title of
Each Class





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o  No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o] (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x





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





The
aggregate market value of the registrant's voting stock held by non-affiliates
of the registrant as of December 31, 2008 (the last day of the registrant’s most
recently completed first fiscal quarter) was approximately $1,056,000 based on
the price of the last sale of the registrant's common stock in a private
placement or $0.33 per share.





The
number of shares outstanding of the registrant's sole class of common stock, par
value $0.001 per share, as of April 3, 2009,the latest practicable
date, was 7,008,000.





DOCUMENTS
INCORPORATED BY REFERENCE: None.








WITEL
CORP.





FORM
10-K ANNUAL REPORT





FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008





TABLE
OF CONTENTS





PART
      I
                                                                                                                                          
                                                                                                                                          3ITEM
      1.
                                                                                                                                          BUSINESS
                                                                                                                                          3ITEM
      1A.
                                                                                                                                          RISK
      FACTORS
                                                                                                                                          8ITEM
      1B.
                                                                                                                                          UNRESOLVED
      STAFF COMMENTS
                                                                                                                                          16ITEM
      2.
                                                                                                                                          PROPERTIES
                                                                                                                                          16ITEM
      3.
                                                                                                                                          LEGAL
      PROCEEDINGS
                                                                                                                                          16ITEM
      4.
                                                                                                                                          SUBMISSION
      OF MATTERS TO A VOTE OF SECURITIES HOLDERS
                                                                                                                                          16PART
      II
                                                                                                                                          
                                                                                                                                          16ITEM
      5.
                                                                                                                                          MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                                                                                                                          16ITEM
      6.
                                                                                                                                          SELECTED
      FINANCIAL DATA
                                                                                                                                          18ITEM
      7.
                                                                                                                                          MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                                                                                                                                          19ITEM
      7A.
                                                                                                                                          QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                                                                                                          24ITEM
      8.
                                                                                                                                          FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                                                                                                                          24ITEM
      9.
                                                                                                                                          CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                                                                                                                          24ITEM
      9A.
                                                                                                                                          CONTROLS
      AND PROCEDURES
                                                                                                                                          24ITEM
      9B.
                                                                                                                                          OTHER
      INFORMATION
                                                                                                                                          25PART
      III
                                                                                                                                          
                                                                                                                                          26ITEM
      10.
                                                                                                                                          DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                                                                                                                          26ITEM
      11.
                                                                                                                                          EXECUTIVE
      COMPENSATION
                                                                                                                                          28ITEM
      12.
                                                                                                                                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                                                                                                          31ITEM
      13.
                                                                                                                                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                                                                                                          34ITEM
      14.
                                                                                                                                          PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                                                                                                                                          34PART
      IV
                                                                                                                                          
                                                                                                                                          35ITEM
      15.
                                                                                                                                          EXHIBITS,
      FINANCIAL STATEMENTS SCHEDULES
                                                                                                                                          35SIGNATURES
                                                                                                                                          
                                                                                                                                          37CERTIFICATION
      PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF
    2002CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF
      THE SARBANES-OXLEY ACT OF 2002







i





Special
Note Regarding Forward-Looking Statements





Some of
our statements under "Business," "Properties," "Legal Proceedings,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations,"" the Notes to Financial Statements and elsewhere in this report
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are subject to certain events, risks and uncertainties that may
be outside our control. Some of these forward-looking statements include
statements of:





·
            management's
      plans, objectives and budgets for its future operations and future
      economic performance;


·
            capital
      budget and future capital
requirements;


·
            meeting
      future capital needs;


·
            realization
      of any deferred tax assets;


·
            the
      level of future expenditures;


·
            impact
      of recent accounting
pronouncements;


·
            the
      outcome of regulatory and litigation matters;
  and


·
            the
      assumptions described in this report underlying such forward-looking
      statements.


·
            Actual
      results and developments may materially differ from those expressed in or
      implied by such statements due to a number of factors,
      including:


·
            those
      described in the context of such forward-looking
    statements;


·
            future
      product development and manufacturing
costs;


·
            changes
      in our incentive plans;


·
            timely
      development and acceptance of new
products;


·
            the
      markets of our domestic and international
  operations;


·
            the
      impact of competitive products and
pricing;


·
            the
      political, social and economic climate in which we conduct operations;
      and


·
            the
      risk factors described in other documents and reports filed with the
      Securities and Exchange Commission.





In some
cases, forward-looking statements are identified by terminology such as "may,"
"will," "should," "could," "would," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "approximates," "predicts," "potential"
or "continue" or the negative of such terms and other comparable
terminology.





Although
we believe that the expectations reflected in these forward-looking statements
are reasonable, it cannot guarantee future results, levels of activity,
performance or achievements. Moreover, neither we nor anyone else assumes
responsibility for the accuracy and completeness of such statements and is under
no duty to update any of the forward-looking statements after the date of this
report.





Unless
otherwise noted, references in this Form 10-K
to  “Witel”  “we”, “us”, “our”, and the “Company” “ means
Witel Corp., a Nevada corporation.





2


PART
I





ITEM
1.  BUSINESS





Organization
within the Last Five Years





We were
incorporated on February 20, 2007 under the laws of the State of
Nevada.




Company
Background




Witel,
Corp. will offer global mobile communication services over WiFi networks. The
Company designs, manufactures, and markets proprietary mobile communication
devices that are offered in conjunction with its phone service. The Company is
planning on launching its service in the third quarter of 2009 and will be
selling its products worldwide through its online store, and value-added
resellers. The Company was founded in 2007 and its fiscal year ends on December
31st.  Unless
otherwise stated, all information presented in this Form 10-K is based on the
Company’s fiscal calendar.





Business
Strategy





The
Company is committed to leveraging the rapid expansion of global wireless
networks by establishing a cost-free platform that allows its customers to make
and receive phone calls around the world at substantial discounts to
conventional telecom operators. The Company's business strategy relies on its
ability to design and develop its own operating system, mobile communication
devices, and unique service packages. Our goal is to deliver an experience that
is user friendly and creates tremendous value for our customers.





To date,
our operations have been limited to  developing our proprietary WiFi
phone, implementation of our communications service platform, developing our
online website, and the development of our billing and online
order  taking system. To date, we have generated no revenues from our
operations.





Service
Offerings





We will
be offering our global communication services through two calling plans with
different pricing structures. In order to access our plans a customer need only
to purchase on of our proprietary phones. Both our service plans include an
array of unique features that deliver cost-savings and global
accessibility:





·
            Free
      Global Witel to Witel Calls – All Witel to Witel calls are Free no matter
      where the two callers may be located in the world. Each customer receives
      a special seven digit Virtual Number and can make or receive Witel to
      Witel calls with this number from any place on earth with an accessible
      WiFi network.


·
            Free
      Global Incoming Calls – All Witel plans include unlimited incoming calls
      with no roaming charges. For example, a customer can have a U.S phone
      number and receive free incoming calls while traveling in
      China.


·
            Witel
      Phone Number – A phone number from the U.S./Canada/United Kingdom that is
      linked to a customers Witel account and allows them to receive calls with
      that number regardless of their geographic location. Numbers from other
      countries are available for $4.99 a
month.


·
            Free
      Caller ID – Witel offers its customers free caller
      identification.


·
            Free
      Global Voicemail – Witel provides its customers with the ability to listen
      to voicemails through their phone, their email, or through an internet
      browser on the Witel control panel.


·
            Witel
      Control Panel – A unique web-based tool that allows a customer to exercise
      full control over their Witel
account.


·
            Ability
      to Login from any Witel Handset – Since no SIM Cards are used, Witel
      service is available through any Witel enabled handset. A customer just
      needs to enter their Witel virtual number and password and that handset
      would then be linked to their Witel
account.





Plans


Witel Basic $9.99 a month –The Witel Basic plan provides a customer with all the features above in
addition to 500 minutes of one time call credit to call non-Witel phones. After
that credit is used up a customer pays for non-Witel calls on a per-minute
basis. Witel per-minute calls are considerably less expensive than conventional
telecommunication operators. Below is an example of some of our per-minute
rates:


3





·
            Australia
      - 1.8¢ per
      minute


·
            Canada
      - 1.8¢ per
      minute


·
            China
      - 1.5¢ per
      minute


·
            Germany
      - 1.5¢ per
      minute


·
            Denmark
      - 1.5¢ per
      minute


·
            Spain
      - 1.5¢ per
      minute


·
            France
      - 1.5¢ per
      minute


·
            United
      Kingdom - 1.5¢ per
      minute


·
            Greece
      - 1.5¢ per
      minute


·
            Ireland
      - 1.5¢ per
      minute


·
            Israel
      - 1.5¢ per
      minute


·
            Italy
      - 1.5¢ per
      minute


·
            Netherlands
      - 1.5¢ per
      minute


·
            Norway
      - 1.8¢ per
      minute


·
            Portugal
      - 1.5¢ per
      minute


·
            Sweden
      - 1.5¢ per
      minute


·
            Singapore
      - 1.5¢ per
      minute


·
            Puerto
      Rico - 1.5¢ per
      minute


·
            Poland
      - 1.8¢ per
      minute


·
            United
      States - 1.8¢ per
      minute





The rest
of our per-minute rates can be found on our website: http://www.witel.com





The basic
plan allows a customer from anywhere in the world to make calls for free to
other Witel customers, receive incoming calls for free regardless of their
location, and make non-Witel calls at very low per-minute rates.





Witel Unlimited $19.99 a month –The Witel Unlimited plan provides a customer with all the features
included in the Basic plan plus unlimited calling to non-Witel phones in 48
countries. Calls to other non-Witel phones are charged at our low per-minute
rates. The unlimited plan allows a customer from anywhere in the world to make
calls for free to other Witel customers, receive incoming calls for free
regardless of their location, and make non-Witel calls to 48 countries for
free.





Products


The
Company plans to offer a range of related products that will compliment its
global mobile phone service. To date the Company has developed a proprietary
WiFi mobile phone that will be the cornerstone of its product
offering.  The Company places emphasis on making its products
affordable to customers on a global scale. By outsourcing certain aspects
involved in the design and development of its products the Company is able to
reduce expenses and pass on considerable savings to the customer:





Witel Jetter $59.99 -The
Witel Jetter is WiFi-enabled mobile phone that allows a user from anywhere in
the world to connect to the Witel phone service. The Jetter works by connecting
to local WiFi networks. Once it has successfully connected to a network it can
be used like an ordinary mobile phone to make or receive calls as long as the
user has signed up for one of two Witel calling plans. The Jetter also provides
users with the following features:





·
            Phonebook


·
            Speed
      Dial


·
            Call
      Logging


·
            New
      Call, Mute, Hold, Second Call, Swap, Transfer, Handsfree and Call
      Recording functions.


·
            Email
      Access


·
            WiFi
      Site Survey feature







4


Market
Opportunity





Annual
service revenues of the global telecommunications industry will reach US $1.3
trillion by the end of 2008, according to a report from Insight Research. The
research report, entitled “The 2007 Industry Review, an Anthology of Market
Facts and Forecasts,” states that wireless revenues will increase by a
compounded rate of nearly 10% annually.





Witel is
taking advantage of the convergence of two major technologies, wireless internet
and mobile phones. By using the platform of wireless internet to deliver calls
to its subscribers, Witel can effectively offer communications service to
virtually anyone in the world as long as they are within the vicinity of a WiFi
network.





WiFi
Availability


Wi-Fi is
a growing phenomenon with enormous growth in public hotspots, home wireless
networks, and hundreds of Municipal Mesh Wi-Fi deployments or trials
worldwide.As
Wi-Fi technology becomes ubiquitous in homes, hot zones, and hotspots, an
increasing number of mobile WiFi devices will be demanded. According to ON
World, Inc. one hundred million consumer Mobile-WiFi devices will ship in 2011
as shown by this bar chart:

















Of this
market, Witel is targeting the WiFi VoIP (Voice over Internet Protocol) segment.
In which users will be placing phone calls over wireless internet networks.
According to ON World, Inc. the number of WiFi-VoIP  users worldwide
will increase significantly from 1.9 million in 2006 to 66.8 million in 2011 as
shown in this bar chart:










The
Company believes that these trends will stimulate demand for a low cost provider
of global communications services and that we are positioned to benefit from the
projected growth. We intend on establishing our brand as the de-facto global
communications provider over WiFi.


5





Marketing





Rapid
market exposure is critical to drive broad acceptance of the phones and
services. We intend to initiate this rapid exposure by a comprehensive marketing
plan via the internet. Our marketing objective is to achieve cost effective ways
of acquiring and retaining subscribers. We will maintain a fully operational
website and will drive substantial traffic to our website via search marketing,
PPC (Pay per Click), viral marketing, and social networking.  We will
utilize our website as a direct marketing tool to increase product awareness and
generate sales.





We will
monitor the results of our marketing efforts closely in an effort to evaluate
which approaches produce the best results.





Sales
and Distribution





Direct
Sales


The
primary sales channels for our service will be through online direct sales.
Customers will be able to subscribe to our service at our website: http://www.witel.com.
Our website will be available in several languages allowing for us to target a
global client base. We will compliment our sales channel with relevant marketing
campaigns through online banner advertisements, PPC (Pay per Click) advertising,
and social networks.





Customer
Service


We will
offer customer support 24 hours a day, seven days a week through our online
Control Panel and Support section of our website. Additionally support queries
may be sent via email. We have put emphasis on developing a user-friendly
service that will require substantially less support than conventional phone
service. We will also provide animated tutorials that will explain how to use
various Witel features as well as a troubleshooting guide.





Billing


All
customer billing is automated through our website. We automatically collect all
fees from our customer's credit cards. By collecting monthly subscription fees
in advance, we are able to reduce the amount of accounts receivable that we have
outstanding, thus allowing us to have lower working capital
requirements.





Inventory
and Shipping


All
inventories are housed with our third-party warehouse and logistics partner. Our
automated order system sends a shipping request upon successful order
confirmation and credit card authorization. The order is then shipped globally
from the warehouse and a confirmation email is send to the customer with
tracking information.  We prefer this method of operation over
maintaining our own warehouse so that we can reduce our overhead and deliver
cost-savings to our customers.





Patents,
Trademarks, Copyrights and Licenses





We have
filed applications to register the following trademarks in the United States and
Canada, which have been approved:





·
            “Witel”·
            “The
      World is Your Network”







Competition





We face
strong competition from incumbent telephone companies, cable companies,
alternative voice communication providers and wireless companies. Because most
of our target customers are already purchasing communications services from one
or more of these providers, our success is dependent upon our ability to attract
these customers away from their existing providers. This will become more
difficult as the early adopter market becomes saturated and mainstream customers
make up more of our target market. We believe that the principal competitive
factors affecting our ability to attract and retain customers are price, call
quality, reliability, customer service, and enhanced services and
features.


6





Incumbent
telephone companies


The
incumbent telephone companies are our primary competitors and have historically
dominated their regional markets. These competitors include AT&T, Qwest
Communications and Verizon Communications as well as rural incumbents, such as
Windstream Corporation. These competitors are substantially larger and better
capitalized than we are and have the advantage of a large existing customer
base, and larger marketing budgets than we have.





In many
cases our communications plans are significantly lower than prices charged by
the incumbent phone companies. We believe that we can successfully compete with
the incumbent phone companies on the basis of the features we offer and our
ability to attract clients globally as opposed to regionally.





Cable
companies





These
competitors include companies such as Cablevision, Comcast Corporation, Cox
Communications and Time Warner Cable (a division of Time Warner Inc.). Cable
companies have significant financial resources and have made and are continuing
to make substantial investments in delivering broadband Internet access and
phone service to their customers. Providing Internet access and cable television
to many of our existing and potential customers allows them to engage in highly
targeted, low-cost direct marketing and may enhance their image as trusted
providers of services.





Cable
companies are also aggressively using their existing customer relationships to
bundle services. For example, they bundle Internet access, cable television and
phone service with an implied price for the phone service that may be
significantly below ours. They are able to advertise on their local access
channels with no significant out-of-pocket cost and through mailings in bills
with little marginal cost. They also receive advertising time as part of their
relationships with television networks, and they are able to use this time to
promote their telephone service offerings.





Many
cable companies send technicians to customers’ premises to initiate service.
Although this is expensive, it also can be more attractive to customers than
installing their own router. In addition, these technicians may install an
independent source of power, which can give customers assurance that their phone
service will not be interrupted during power outages.





We
believe that we can successfully compete with cable companies by offering
services such as global mobility, unlimited international calling, and our
ability to attract clients globally as opposed to regionally.





Wireless
telephone companies





We also
compete with wireless phone companies, such as Vodafone, AT&T, America
Movil, NTT Docomo, Verizon Wireless, Deutsche Telekom AG and others. Some
consumers use wireless phones, as a replacement for a wireline phone. Also,
wireless phone companies increasingly are providing wireless broadband Internet
access to their customers and may in the future offer VoIP to their customers.
As wireless providers offer more minutes at lower prices and companion landline
alternative services, their services have become more attractive to households
as a competing replacement for wireline service. Wireless telephone companies
have a strong retail presence and have significant financial
resources.





We
believe our ability to successfully compete with the wireless telephone
companies is enhanced by our ability to leverage WiFi networks as a cost-free
infrastructure. Because we maintain no infrastructure cost we can provide
competitive rates to our customers. For example Witel to Witel calling allows to
people with Witel handsets to talk for free no matter where they are in the
world as long as they are both within the vicinity of a WiFi network. Currently
there are no wireless telephone companies that offer global in network
calling.





Alternative
voice communication providers




We also
compete against established alternative voice communication providers, such as
Skype (a service of eBay Inc.), Vonage, and independent VoIP service providers.
Some of these service providers have chosen to sacrifice revenue in order to
gain market share and have offered their services at lower prices or for free.
Google Inc., Microsoft Corporation and Yahoo! Inc. also offer free instant
messaging services that are voice enabled.




While not
all of these competitors currently offer the ability to call or be called by
anyone not using their service, in the future they may integrate such
capabilities into their service offerings.





We
believe our strongest competitive advantage versus the existing alternative
voice communication providers is that our service revolves around the use of our
low-cost handsets as opposed to computers. By removing the computer-element we
provide increased accessibility, mobility, and affordability for our
service.


7





Staffing





As of
December 31, 2008, we had no permanent staff other than our officers and
directors. Since then we have hired 3 full-time employees.








Product
Warranties





Our
manufacturers warrant all of our products against defect for a period of one
year. We will provide a replacement phone to customers who obtain a defective
product and work with the supplier to fix defective products.





Government
Regulation





We are
not aware of any government approvals required in connection with the operation
of our business and the sale of our products.





WHERE YOU CAN FIND MORE
INFORMATION





You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its website
http://www.sec.gov.








ITEM
1A.  RISK FACTORS





We are
subject to those financial risks generally associated with development stage
companies. Since we have sustained losses since inception, we will require
financing to fund our development activities and to support our operations.
However, we may be unable to obtain such financing. We are also subject to risks
factors specific to our business strategy and the wireless retail industry.
Rapid changes in industry standards for wireless phones and services may require
us to introduce new products and services before we can attain profitable
operations. We may be unable to introduce new products and services on a timely
basis. Moreover, there is no guarantee that any such products will allow us to
achieve profitable operations in the future.





We
consider the following to be the material risks to an investor in us. We should
be viewed as a high-risk investment and speculative in nature. An investment in
our common stock may result in a complete loss of the invested
amount.





Cautionary
Statement Regarding Forward-Looking Statements





This
Annual Report contains forward-looking statements relating to events anticipated
to happen in the future.  We base these forward-looking statements on
the beliefs of our management, as well as assumptions made by and information
currently available to our management.  Forward-looking statements
also may be included in other written and oral statements made or released by
us.  You can identify forward-looking statements by the fact that they
do not relate strictly to historical or current facts.  The words
"believe," "anticipate," "intend," "expect," "estimate," "project" and similar
expressions are intended to identify forward-looking
statements.  Forward-looking statements describe our expectations
today of what we believe is most likely to occur or may be reasonably achievable
in the future, but they do not predict or assure any future occurrence and may
turn out to be wrong.  Forward-looking statements are subject to both
known and unknown risks and uncertainties and inaccurate assumptions that we
might make can affect them.  Consequently, we cannot guarantee any
forward-looking statement.  Actual future results may vary
materially.  We do not undertake any obligation to update publicly any
forward-looking statements to reflect new information or future events or
occurrences.  These statements reflect our current views with respect
to future events and are subject to risks and uncertainties about us, including,
among other things:





o
            our
      ability to market our services successfully to new
      subscribers;





o
            our
      ability to retain a high percentage of our
  customers;


8





o
            the
      possibility of unforeseen capital expenditures and other upfront
      investments required to deploy new technologies or to effect new business
      initiatives;





o
            our
      ability to access markets and finance product and service developments and
      operations;





o
            our
      expansion, including consumer acceptance of new price plans and bundled
      offerings;





o
            additions
      or departures of key personnel;





o
            competition,
      including the introduction of new products or services by our
      competitors;





o
            existing
      and future laws or regulations affecting our business and our ability to
      comply with these laws or
regulations;





o
            our
      reliance on the systems and provisioning processes of third party
      vendors;





o
            technological
      innovations;





o
            the
      outcome of legal and regulatory
proceedings;





o
            general
      economic and business conditions, both nationally and in the regions in
      which we operate; and





o
            other
      factors described in this document, including those described in more
      detail below.





We
caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date of this document.





RISKS
RELATED TO OUR FINANCIAL CONDITION





There
Is Substantial Doubt About Our Ability To Continue As A Going
Concern.





Our
auditor’s report on our December 31, 2008 and 2007 financial statements
expresses an opinion that substantial doubt exists as to whether we can continue
as an ongoing business. Since our directors and/or shareholders may be unwilling
or unable to loan or advance capital to us, we believe that if we do not raise
additional capital within 6 months, we may be required to suspend or cease the
implementation of our business plan.





As we
have been issued an opinion by our auditors that substantial doubt exists as to
whether we can continue as a going concern, it may be more difficult for us to
attract investors.





Since
the Company Anticipates Operating Expenses Will Increase Prior To Earning
Revenue, We May Never Achieve Profitability.





We
anticipate increases in its operating expenses, while realizing minimal revenues
from our products and services. Within the next 12 months, these increases in
expenses will be attributed to the cost of (i) developing and modifying our
packaging and distributing our products and services, (ii) initiating our sales
and marketing capabilities (iii) hiring staff and (iv) other general corporate
and working capital purposes.





We will
incur financial losses in the foreseeable future to pay for our products and
services and to solicit product and services orders from a significant number of
customers. There is no history upon which to base any assumption as to the
likelihood that we will prove successful. We cannot provide investors with any
assurance that our products and services will attract customers among
established wireless customers generate any operating revenue or ever achieve
profitable operations. If we are unable to address these risks, there is a high
probability that our business will fail, which will result in the loss of your
entire investment.





9


If
We Do Not Obtain Adequate Financing, Our Business Will Fail, Which Will Result
In The Complete Loss Of Your Investment.





Our cash
balance, as of December 31, 2008 is $138,280. We will require additional
financing in order to maintain our corporate existence and status as a reporting
issuer and implement our business plan and strategy. We intend to raise
additional capital through private placements once we either gain a listing on a
recognized exchange or our common stock is quoted on the Over the Counter
Bulletin Board.





We
require significant capital over the next twelve months, to develop and market
our wireless “Wi-Fi” products and services and establish our sales and marketing
initiatives. We will require additional funds to establish our website and build
our customer base by soliciting service contracts and product orders from
customers throughout North America. If we are not successful in earning revenues
once we have our products and services and commenced business operations, we may
require additional financing to sustain business operations. Currently, we do
not have any arrangements for financing and can provide no assurance to
investors that we will be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors, including our
ability to attract customers from established wireless carriers and service
providers. These factors may have an effect on the timing, amount, terms or
conditions of additional financing and make such additional financing
unavailable to us.





No
assurance can be given that we will obtain access to capital markets in the
future, or that financing adequate to satisfy the cash requirements to implement
our business strategies will be available on acceptable terms. Our inability to
gain access to capital markets, or obtain acceptable financing could have a
material adverse effect upon the results of its operations and upon its
financial condition.





RISKS
RELATED TO OUR STOCK





There
is no public market for our stock.





There is
currently no traded public market for our common stock. There are no assurances
that any public market will be established or maintained for our stock. As a
result, investors may face difficulties in selling shares at attractive prices
when they want to.





If no
market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility.





Our
common stock is quoted on the FINRA Over-The-Counter Bulletin Board (OTC).
Additionally, the stock may be traded only to the extent that there is interest
by broker-dealers in acting as a market maker in our stock. Despite our best
efforts, we may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board.





In
the event that our shares are traded, they may trade under $5.00 per share and
thus will be a penny stock. Trading in penny stocks has many restrictions and
these restrictions could severely affect the price and liquidity of our
shares.





In the
event that our shares are traded, and our stock trades below $5.00 per share,
our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations, which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock." A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser’s written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.





Failure
To Achieve And Maintain Effective Internal Controls In Accordance
With Section 404 Of The Sarbanes-Oxley Act Could Have A Material
Adverse Effect On Our Business And Operating Results.




It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
auditing and other finance staff in order to develop and implement appropriate
additional internal controls, processes and reporting procedures. If we are
unable to comply with these requirements of the Sarbanes-Oxley Act, we may not
be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires of publicly traded companies.




10




If we
fail to comply in a timely manner with the requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.




Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations,
beginning with our annual report on Form 10-K for our fiscal period ending
December 31, 2007, we will be required to prepare assessments regarding
internal controls over financial reporting and beginning with our annual report
on Form 10-K for our fiscal period ending December 31, 2008, furnish a
report by our management on our internal control over financial reporting. We
have begun the process of documenting and testing our internal control
procedures in order to satisfy these requirements, which is likely to result in
increased general and administrative expenses and may shift management time and
attention from revenue-generating activities to compliance activities. While our
management is expending significant resources in an effort to complete this
important project, there can be no assurance that we will be able to achieve our
objective on a timely basis. There also can be no assurance that our auditors
will be able to issue an unqualified opinion on management’s assessment of the
effectiveness of our internal control over financial reporting. Failure to
achieve and maintain an effective internal control environment or complete our
Section 404 certifications could have a material adverse effect on our
stock price.




In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
Company Accounting Oversight Board, or the PCAOB. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. The PCAOB
defines “significant deficiency” as a deficiency that results in more
than a remote likelihood that a misstatement of the financial statements
that is more than inconsequential will not be prevented or
detected.




In the
event that a material weakness is identified, we will employ qualified personnel
and adopt and implement policies and procedures to address any material
weaknesses that we identify. However, the process of designing and implementing
effective internal controls is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of
internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.




Any
failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the
periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls
could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our
common stock.







RISKS
RELATED TO INVESTING IN US





Key
Management Personnel May Leave Us, Which Could Adversely Affect Our Ability To
Continue Operations





We are
entirely dependent on the efforts of our officers and directors. The loss of our
officers and directors, or of other key personnel hired in the future, could
have a material adverse effect on the business and its prospects. We believe
that we have made all commercially reasonable efforts to minimize the risks
attendant with the departure by key personnel and we plan to continue these
efforts in the future. However, there is no guarantee that replacement
personnel, if any, will help us to operate profitably. We do not maintain key
person life insurance on our officers and directors.





11


Since
The Majority Of Our Officers And Directors Have No Direct Experience In The
Wireless Retail Industries, We May Never Be Successful In Implementing Our
Business Strategy, Which Will Result In The Loss Of Your
Investment.





Mr.
Triston has no direct experience in the sales and marketing of wireless products
and services. As a result, our management may not be fully aware of many of the
specific requirements of operating a wireless business. Management’s decisions
and choices may also not account for the business or sales strategies, which are
commonly deployed in the wireless services industry. Consequently, our
operations, earnings and ultimate financial success could suffer irreparable
harm due to management’s lack of experience in this area. As a result, we may
have to suspend or cease operations, which will result in the loss of your
investment.





If
We Dissolve, It Is Unlikely That There Will Be Sufficient Assets Remaining To
Distribute To The Shareholders





In the
event of our dissolution, we will distribute the proceeds realized from the
liquidation of our assets, if any, to our shareholders only after we satisfy the
claims of our creditors, if any. In that case, the ability of purchasers of the
offered shares to recover all or any portion of his or her purchase price for
the offered shares will depend on the amount of funds realized and the claims to
be satisfied therefrom.





We
May Pay Compensation to Our Officers, Director and Employees Regardless Of Our
Profitability. Such Payments May Negatively Affect Our Cash Flow and Our Ability
to Finance Our Business Plan, Which Would Cause Our Business to
Fail





The
officers and directors and any future employees of us may be entitled to receive
compensation, payments and reimbursements regardless of whether we operate at a
profit or a loss. Any compensation received by our officers and directors, or
any other management personnel in the future, will be determined from time to
time by the Board of Directors. We expect to reimburse our officers and
directors and any future management personnel for any direct out-of-pocket
expenses they incur on our behalf.





Our
internal controls over financial reporting may not be considered effective in
the future, which could result in a loss of investor confidence in our financial
reports and in turn have an adverse effect on our stock price





Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a
report by our management on our internal controls over financial reporting. Such
report must contain, among other matters, an assessment of the effectiveness of
our internal controls over financial reporting as of the end of the year,
including a statement as to whether or not our internal controls over financial
reporting are effective. This assessment must include disclosure of any material
weaknesses in our internal controls over financial reporting identified by
management. If we are unable to continue to assert that our internal controls
are effective, our investors could lose confidence in the accuracy and
completeness of our financial reports, which in turn could cause our stock price
to decline.





We
do not pay cash dividends





We do not
pay cash dividends. We have not paid any cash dividends since inception and have
no intention of paying any cash dividends in the foreseeable future. Any future
dividends would be at the discretion of our board of directors and would depend
on, among other things, future earnings, our operating and financial condition,
our capital requirements, and general business conditions. Therefore,
shareholders should not expect any type of cash flow from their
investment.





RISKS
RELATED TO OUR MARKET AND STRATEGY





Since
We Are a New Company and Lack an Operating History, We Face a High Risk of
Business Failure, Which May Result In the Loss of Your Investment





We are a
development stage company formed recently to carry out the activities described
in this prospectus and thus have only a limited operating history upon which an
evaluation of its prospects can be made. We were incorporated on February 20,
2007 and to date have been involved primarily in organizational activities,
wireless products and services evaluation and market research; we have
transacted no business operations. Thus, there is no internal or industry-based
historical financial data for any significant period of time upon which to
estimate our planned operating expenses.





We expect
that our results of operations may also fluctuate significantly in the future as
a result of a variety of factors. These include, among other factors, the entry
of new competitors into the wireless product and services industry, the
introduction and acceptance of new or enhanced wireless products and services by
us or our competitors, our ability to anticipate and effectively adapt to
developing markets, our ability to attract, retain and motivate qualified
personnel, the initiation, renewal or expiration of our customer base, pricing
changes by the company or its competitors, specific economic conditions and
general economic conditions. Accordingly, our future sales and operating results
are difficult to forecast.





12


We
anticipate expenses are relatively fixed in the short term and we expect that
they will be partially offset by our future revenues. We may not be able to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in relation to its
expectations would have an immediate adverse impact upon our business, financial
condition and the results of its operations. In addition, we may decide from
time to time to make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on our business,
financial condition or the results of our operations and may not result in the
long-term benefits intended. Due to all of the foregoing factors, it is probable
that in some future period our operating results may be less than the
expectations of public market analyses and investors. In such event, the price
of our securities, including our common stock, would probably be materially
adversely affected.





As of the
date of this prospectus, we have earned no revenue. Failure to generate revenue
will cause us to go out of business, which will result in the complete loss of
your investment.





Our
Ability to Implement Our Business Strategy





Although
we intend to pursue a strategy of aggressively marketing our wireless products
and services, implementation of this strategy will depend in upon a number of
factors. These include our ability to establish a significant base of customers,
maintain favorable relationships with customers, effectively design customized
products and services for our customers, obtain adequate financing on favorable
terms in order to fund our business, maintain appropriate procedures, policies
and systems, hire, train and retain skilled employees and to continue to operate
within an environment of increasing competition. Our inability to obtain or
maintain any or all of these factors could impair our ability to implement our
business strategy successfully, which could have a material adverse effect on
the results of its operations and its financial condition.





Due
To Our Dependence on Computer and Telecommunications Infrastructure and Computer
Software, Any Systems Disruptions or Operating Malfunctions Would Affect Our
Costs of Doing Business and Could Cause Our Business to Fail





We will
market our wireless products and services and provide customer services through
our website and the internet. We will rely upon the internet and certain third
party vendors to administer our customers accounts, distribute information to
our customers, distribute periodic software upgrades to our customers’ phones
and, finally, to contact and solicit orders from prospective customers. Our
success will be depend in part on computer systems that deliver the software
upgrades and the networks that connect those computer systems, especially the
e-commerce connections that allow us to collect revenues for the phones and
services we provide. Operating malfunctions in the software systems of financial
institutions and other parties may also have an adverse affect on our
operations.





If
We Cannot Create a Significant Market for Our Wireless Products And Services in
What Is an Extremely Competitive Industry, Our Business Will Fail and Our
Shareholders May Lose Their Entire Investment





Our
strategy for growth is substantially dependent upon our ability to market our
products and services successfully to prospective customers. However, our
planned wireless products and services may not achieve significant acceptance
among our target customers. Such acceptance, if achieved, may not be sustained
for any significant period of time. There is no guarantee that any substitute
services or products we develop will be sufficient to permit us to recover our
associated costs. Failure of our products and services to achieve or sustain
market acceptance could have a material adverse effect on our business,
financial condition and the results of our operations.





We
May Not Be Able To Continue Operating If We Are Unable To Manage Our Future
Growth





We expect
to experience growth and expect such growth to continue for the foreseeable
future. Our growth may place a significant strain on our management, financial,
operating and technical resources. Failure to manage this growth effectively
could have a material adverse effect on our financial condition or the results
of our operations.





13


There
Is A Risk We May Be Unable To Continue Our Services Or Continue Operations If We
Experience Uninsured Losses Or An Act Of God.





We may,
but are not required to, obtain comprehensive liability and other business
insurance of the types customarily maintained by similar businesses. There are
certain types of extraordinary occurrences, however, which may be either
uninsurable or not economically insurable. For example, in the event of a major
earthquake, our computer systems could be rendered inoperable for protracted
periods of time, which would impair our ability to distribute products and
services or collect revenues and thus adversely affect our financial condition.
In the event of a major civil disturbance, our operations could be adversely
affected. Should such an uninsured loss occur, we could lose significant
revenues and financial opportunities in amounts that would not be partially or
fully compensated by insurance proceeds.





Our
Entire Business Strategy Is Dependent On the Sale of Our Wireless Products and
Services. If We Are Unable To Achieve Our Sales Estimates, We May Fail and
Shareholders May Lose Their Investment





Our
strategy for growth may be substantially dependent upon our ability to market
and distribute wireless products and services successfully and may require us to
introduce successful new products and services. Other companies, including those
with substantially greater financial, marketing and sales resources, compete
with us. There can be no assurance that we will be able to market and distribute
our products and services on acceptable terms, or at all. There can be no
assurance that we will be able to develop new products and services that will be
commercially successful. Failure to market our products and services
successfully, or develop, introduce and market new products and services
successfully, could have a material adverse effect on our business, financial
condition or the results of our operations.





We
Are Dependant on Third-Party Providers for Our Products and Services and May Not
Be Able To Continue Operations If There Is A Disruption in the Supply of Such
Products and Services





We will
depend upon third party independent wireless phone and service providers to
supply our wireless phone, accessories and provide us with service. Further, we
have and plan on retaining independent contractors to provide other essential
products and services to us. We have also hired contractors to build our web
site. Such third party suppliers and contractors have no fiduciary duty to our
shareholders and may not perform as expected. Inasmuch as the capacity for
certain services by certain third parties may be limited, the inability of those
third parties, for economic or other reasons, to provide services could have a
material adverse effect upon the results of our operations and financial
condition.





RISKS
RELATED TO INVESTING IN OUR INDUSTRY





Our
Future Success Depends On The Growth In The Use Of The Internet As A Means Of
Communications.





If the
market for IP communications, in general, and our services in particular, does
not grow at the rate we anticipate or at all, we will not be able to increase
our number of users or generate revenues we anticipate.  To be
successful, IP communications requires validation as an effective, quality means
of communication and as a viable alternative to traditional telephone
service.  Demand and market acceptance for recently introduced
services are subject to a high level of uncertainty.  The Internet may
not prove to be a viable alternative to traditional telephone service for
reasons including:





·
            inconsistent
      quality or speed of service;





·
            traffic
      congestion on the Internet;





·
            potentially
      inadequate development of the necessary
  infrastructure;





·
            lack
      of acceptable security
technologies;





·
            lack
      of timely development and commercialization of performance improvements,
      and;





·
            unavailability
      of cost-effective, high-speed access to the
  Internet.





If
Internet usage grows, the Internet infrastructure may not be able to support the
demands placed on it by such growth, or its performance or reliability may
decline.  In addition, Web sites may from time to time experience
interruptions in their service as a result of outages and other delays occurring
throughout the Internet network infrastructure.  If these outages or
delays frequently occur in the future, Internet usage, as well as usage of our
communications portal and our services, could be adversely
affected.


14





Wireless
Products And Services Is Closely Regulated And Changes In Laws And Practices May
Have An Adverse Affect On Our Ability To Market Our Products And
Services.





The
United States and Canada closely regulate the wireless phone industry. Several
lawsuits have challenged various aspects of federal and state telecommunication
laws. If such lawsuits are successful in those states in which we operate or if
state laws are changed to restrict the wireless s industry, our customer will be
required to change the manner in which they utilize our products and services.
Such developments could make our products and services obsolete, require costly
modifications of our product line or reduce our customer base.





There is
a substantial risk that our customers may be materially and adversely affected
by future litigation, new state or federal regulations or consumer initiatives
directed against our customers individually or against wireless industry in
general. Several states have also raised questions related to the proper
regulatory framework for wireless service. Each state where we operate regulates
the wireless business through consumer protection laws (such as truth-in-lending
and unfair competition). These laws and regulations, among other things,
establish licensing requirements, regulate approval and application procedures,
establish fees, require specified disclosures to customers and govern collection
practices. Our customers’ inability or failure to comply with any adverse
changes in the regulatory environment, such as new laws and regulations or new
interpretations of existing laws and regulations, could result in fines,
class-action litigation or interruption or cessation of certain of their
business activities. Any of these events would hurt our customer base and could
have a material and adverse effect upon our business, operating results and
financial condition.





As
Our Products Are Primarily Intended For Use In Retail Wireless Industry, Any
Downturn In The Industry Would Reduce The Demand For Our Services And Products
And Could Make Our Business Unprofitable.





We have
identified a growing market in the emerging wireless products and services
industry utilizing “wi-fi” for communication. Many factors could lead to a
downturn in this industry, such as changes in our customers’ regulatory
environment. Any such industry downturn would restrict our target market and
adversely affect our ability to conduct our business and achieve
profitability.





Our
Business Strategy Anticipates International Sales. There Is Significant Risk
Associated With Doing Business In International Markets And We May Fail To Meet
Sales Levels Required In Order To Remain In Business.





We
anticipate that revenue from the sale of our products will be derived from
customers located primarily in the United States of America and Canada. Since a
number of our principal customers may be located in other countries as well, we
anticipate that international sales may account for a portion of our revenues.
There can be no assurance that we will be able to manage any international
operations effectively or that our activities will enable us to compete
successfully in international markets or to satisfy the service and support
requirements of our customers. There can be no assurance that any of these
factors will not have a material adverse effect on our business, financial
condition, and results of operations.





We may
sell our services and products in currencies other than the United States
dollar, which would make the management of currency fluctuations difficult and
expose us to risks in this regard. Our results of operations may be subject to
fluctuations in the value of various currencies against the United States
dollar. Although management will monitor our exposure to currency fluctuations,
there can be no assurance that exchange rate fluctuations will not have a
material adverse effect on our results of operations, or financial
condition.





There
Are Potential Competitors In Out Marketplace That Could Affect Our
Business.





We have
identified a market opportunity for wireless products and services utilizing
“Wi-Fi.”. Competitors may enter this segment of the wireless industry with
superior products and services, thus rendering our products and services
obsolete and nullifying our competitive advantage. There may be companies in
certain vertical markets, such as the traditional telecommunications industry
that are better financed and have long standing business relationships with our
primary potential customers. There can be no guarantee that such pre-existing
companies will not mimic WiTel’s business model. This would infringe on our
client and customer base and have an adverse affect upon our business and the
results of our operations.





Intense
Competition Could Reduce Our Market Share And Harm Our Financial
Performance.





Competition
in the market for IP communications services is becoming increasingly intense
and is expected to increase significantly in the future.  The market
for Internet and IP communications is new and rapidly evolving.  We
expect that competition from companies both in the Internet and
telecommunications industries will increase in the future.  Our
competitors include both start-up IP telephony service providers and established
traditional communications providers.  Many of our existing
competitors and potential competitors have broader portfolios of services,
greater financial, management and operational resources, greater brand-name
recognition, larger subscriber bases and more experience than we
have.  In addition, many of our IP telephony competitors use the
Internet instead of a private network to transmit traffic.  Operating
and capital costs of these providers may be less than ours, potentially giving
them a competitive advantage over us in terms of pricing.  We will
also compete against the growing market of discount telecommunications services
including calling cards, prepaid cards, call-back services, dial-around or 10-10
calling and collect calling services.  In addition, some Internet
service providers have begun to aggressively enhance their real time interactive
communications, focusing on instant messaging, PC-to-PC and PC-to-phone, and/or
broadband phone services.





15


In
addition, traditional carriers, cable companies and satellite television
providers are bundling services and products not offered by us with internet
telephony services.  This introduces the risk that they will introduce
our services on their own utilizing other options while at the same time making
it more difficult for us to compete against them with direct to consumer
offerings of our own.  If we are unable to provide competitive service
offerings, we may be unable to attract users.  In addition, many of
our competitors, especially traditional carriers, enjoy economies of scale that
result in a lower cost structure for transmission and related costs, which cause
significant pricing pressures within the industry.  In order to remain
competitive we intend to increase our efforts to promote our services, and we
cannot be sure that we will be successful in doing this.





In
addition to these competitive factors, recent and pending deregulation in some
of our markets may encourage new entrants.  We cannot assure you that
additional competitors will not enter markets that we plan to serve or that we
will be able to compete effectively.





Other
Technological Factors





The
wireless product and services industry is generally characterized by rapidly
changing technology that could result in the obsolescence or short life cycles
of our products and services. These market characteristics are exacerbated by
the emerging nature of the telecommunications business and the fact that in the
near future many companies are expected to introduce wireless products and
services such as Apple’s iPhone. Accordingly, our ability to compete will depend
upon our ability to continually enhance and improve our products and services
and to provide new and innovative products and services. Competitors may develop
services or technologies that render ours obsolete or less marketable. In
addition, our systems and services may not prove to be sufficiently reliable or
robust in wide spread commercial application.





ITEM
1B.  UNRESOLVED STAFF COMMENTS





Not
applicable.





ITEM
2.  PROPERTIES.





Currently,
our headquarters is located at Konigsallee 60F, Dusseldorf,
Germany.  This office is currently serving as our temporary
administrative headquarters. We are in the process of viewing several long-term
office space that we expect will serve us in our initial operating stage. In the
interim, we pay a month to month rent of 660 EUROS per month.





ITEM
3.  LEGAL PROCEEDINGS.





We are
not currently a party to any legal proceedings and we are not aware of any
pending legal, administrative or other adversary proceedings.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS.





No
matters were submitted to a vote of the security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2008.





PART
II





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





(a)
              Market
      Information





Our
common stock, $.001 par value (the “Common Stock”), is listed
for trading  under the symbol “WITL” on the FINRA
Over-the-Counter Bulletin Board (“OTCBB”). As of the date of this annual report.
there has been no public trading market for the common stock.





(b)
              Holders





We have
been advised by our transfer agent, Pacific Stock Transfer Company, that we had
25 holders of record of our Common Stock as of April 3, 2009.





16


(c)
              Dividends





We have
not paid regular quarterly cash dividends since our inception on February 20,
2007. We may never pay any dividends to our shareholders. Our Board of Directors
does not intend to distribute dividends in the near future. The declaration,
payment and amount of any future dividends will be made at the discretion of the
Board of Directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital
requirements, and other factors as the Board of Directors considers relevant.
There is no assurance that future dividends will be paid, and if dividends are
paid, there is no assurance with respect to the amount of any such
dividend.







Transfer
Agent and Registrar





The
Company’s transfer agent and registrar is Pacific Stock Transfer Company, 500 E.
Warm Springs Road, Suite 240 Las Vegas, NV 89119. Their phone number is (702)
361-3033.





Purchases
of Equity Securities made by the Issuer and Affiliated Purchasers





None.





Recent
Sales of Unregistered Securities





In
October 2007, the Company authorized and issued 100,000 shares at $0.50 per
share for total proceeds of $50,000 to an institutional investor in an exempt
transaction in reliance on Section 4(2) and Regulation S of the
Act.





In March
2008, the Company authorized and issued 150,000 shares at $0.33 per share for
total proceeds of $50,000 to an institutional investor in an exempt transaction
in reliance on Section 4(2) and Regulation S of the Act.





In July
2008, the Company authorized and issued 150,000 shares at $0.333 per share for
total proceeds of $50,000 to an institutional investor in an exempt transaction
in reliance on Section 4(2) and Regulation S of the Act.





In August
2008, the Company authorized and issued 200,000 shares at $0.25 per share for
total proceeds of $50,000 to an institutional investor in an exempt transaction
in reliance on Section 4(2) and Regulation S of the Act.





On
December 8, 2008, the Company offered and sold 408,000 common shares (the
“Shares”) in a private placement at a purchase price of $0.33 per share for an
aggregate purchase price of $147,000 without any underwriting discounts or
commissions.





The offer
and sale of all Shares of our common stock listed above were affected in
reliance on the exemptions for sales of securities not involving a public
offering, as set forth in Regulation S promulgated under the Securities
Act.  The Investor acknowledged the following: Subscriber is not a
United States Person, nor is the Subscriber acquiring the Shares directly or
indirectly for the account or benefit of a United States Person.  None
of the funds used by the Subscriber to purchase the Units have been obtained
from United States Persons. For purposes of this Agreement, “United States
Person” within the meaning of U.S. tax laws, means a citizen or resident of the
United States, any former U.S. citizen subject to Section 877 of the Internal
Revenue Code, any corporation, or partnership organized or existing under the
laws of the United States of America or any state, jurisdiction, territory or
possession thereof and any estate or trust the income of which is subject to
U.S. federal income tax irrespective of its source, and within the meaning of
U.S. securities laws, as defined in Rule 902(o) of Regulation S,
means:


(i) any
natural person resident in the United States; (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a U.S. person; (iv) any
trust of which any trustee is a U.S. person; (v) any agency or branch of a
foreign entity located in the United States; (vi) any non-discretionary account
or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident in the
United States; and (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction, and formed by a U.S. person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a)) who are not natural persons, estates or
trusts.




17








ITEM
6.  SELECTED FINANCIAL DATA.





Summary
of Statements of Operations of Witel





Year Ended December
31, 2008 and 2007










Statement
      of Operations DataDecember
      31,2008
                          
                          
                          2007Revenues
                          
                          $
                          -
                          
                          
                          $
                          17,500Operating
      and Other Expenses
                          
                          
                          (120,124
                          )
                          
                          
                          (65,414
                          )Net
      Loss
                          
                          $
                          (120,124
                          )
                          
                          $
                          (65,414
                          )Balance
      Sheet Data:December
      31,2008
                          
                          
                          2007Current
      Assets
                          
                          
                          138,280
                          
                          
                          
                          13,936Inventories
                          
                          $
                          109,000
                          
                          
                          $
                          23,000Total
      Assets
                          
                          
                          247,280
                          
                          
                          
                          36,936Current
      Liabilities
                          
                          
                          33,468
                          
                          
                          
                          --Total
      Liabilities
                          
                          
                          33,468Shareholders'Equity
      (Deficit)
                          
                          $
                          247,280
                          
                          
                          $
                          36,936








18


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





From time
to time, our representatives or we have made or may make forward-looking
statements, orally or in writing, including in this Report. Such forward-looking
statements may be included in, without limitation, press releases, oral
statements made with the approval of one of our authorized executive officers
and filings with the Securities and Exchange Commission. The words or phrases
"anticipates," "believes," "expects," "intends," "will continue," "estimates,"
"plans," "projects," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.





Our
forward-looking statements are subject to certain risks, trends, and
uncertainties that could cause actual results to vary materially from
anticipated results, including, without limitation, market acceptance of our
marketing and merchandising concepts, changes in political and general market
conditions, demand for and market acceptance of new and existing products,
availability and development of new products, increased competition and our
failure to attain satisfactory outside financing. Should any one or more of
these risks or uncertainties materialize, or should any underlying assumptions
prove incorrect, actual results may vary materially from those discussed herein
as expected, believed, estimated, intended or anticipated. We undertake no
obligation to revise or publicly release the results of any revisions to these
forward-looking statements.





Discussion
and Analysis





During
the year ended December 31, 2008, the Company’s operations were limited to
satisfying continuous public disclosure requirements and seeking to identify
prospective business opportunities.





The
Company’s plan of operation for the coming year is to identify and acquire a
favorable business opportunity. The Company does not plan to limit its options
to any particular industry, but will evaluate each opportunity on its
merits.





The
Company has not yet entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in any transaction, as of the
date of this filing.





Results
of Operations





The
Company has been funded since inception from private equity placements or by
related parties in the form of loans.





For the
current fiscal year, the Company anticipates incurring a loss as a result of
administration expenses, accounting costs, and expenses associated with
maintaining its disclosure obligations under the Exchange Act of 1934, as
amended (“Exchange Act”). Since we do not anticipate generating any revenues in
the near term we will continue to operate at a loss.





Net
Losses





For the
year ended December 31, 2008, the Company has recorded a cumulative net loss of
$185,538. The Company’s operating losses are attributable to general and
administrative expenses. The general and administrative expenses include
accounting expenses, professional fees, consulting fees and costs associated
with the preparation of disclosure documentation.





For the
period from February 20, 2007 to December 31, 2007, the Company has recorded a
cumulative net loss of $65,414. The Company’s operating losses are attributable
to general and administrative expenses. The general and administrative expenses
include accounting expenses, professional fees, consulting fees and costs
associated with the preparation of disclosure documentation.





We expect
to continue to operate at a loss through fiscal 2009 and there can be no
assurance that we will ever generate revenues from operations.





Income
Tax Expense (Benefit)





The
Company has a prospective income tax benefit resulting from a net operating loss
carryforward and start up costs that may offset any future operating
profit.





Impact
of Inflation





The
Company believes that inflation has had a negligible effect on operations over
the past year.


19





Capital
Expenditures





The
Company expended no amounts on capital expenditures for the year ended December
31, 2008 and for the period from inception to December 31, 2007.





Capital
Resources and Liquidity





The
Company had total assets of $247,280 and $36,936 as of the year ended December
31, 2008 and 2007, respectively, consisting exclusively of cash on hand and
inventory. Net stockholders' equity in the Company was $213,812 and $36,936 at
December 31, 2008 and 2007, respectively. The Company is in the development
stage and, since inception, has experienced significant changes in liquidity,
capital resources and shareholders’ equity.





Cash flow
used in operating activities was $172,656 and $75,731 for the year ended
December 31, 2008 and for the period from inception to December 31, 2007,
respectively. Cash flow used in operating activities in the current period can
be attributed to accounting costs and consulting expenses.





Cash flow
provided from financing activities was $297,000 and $98,600 for the year ended
December 31, 2008 and for the period from inception to December 31, 2007,
respectively. Cash flow provided by financing activities in the current period
can be attributed to subscriptions for shares of common stock.





Cash
flows used in investing activities was $0 and $8,933 for the year ended December
31, 2008 and for the period from inception to December 31, 2007,
respectively.





The
Company’s current assets are not sufficient to conduct its plan of operation
over the next twelve (12) months. Further, the Company will have to seek debt or
equity financing to fund operations. The Company has no current commitments or
arrangements with respect to, or immediate sources of funding although it is in
discussions with a few potential investors. Further, no assurances can be given
that funding would be available or available to the Company on acceptable terms.
The Company’s shareholders are the most likely source of new funding in the form
of loans or equity placements though none have made any firm commitment for
future investment and the Company has no formal agreement.





The
Company had no formal long term lines or credit or other bank financing
arrangements as of December 31, 2008.





The
Company has no current plans for the purchase or sale of any plant or
equipment.





The
Company has no current plans to make any changes in the number of
employees.





We are a
development-stage company organized to enter into the wireless services industry
by selling wireless phones, accessories and services, worldwide, utilizing
“Wi-Fi.”  We have recently commenced business operations and have not
generated any revenues.





If we are
unsuccessful in raising the additional proceeds through a private placement
offering, we will then have to seek additional funds through debt financing,
which would be highly difficult for a new development stage company to secure.
Therefore, we are highly dependent upon the success of a future private
placement offering and failure thereof would result in our having to seek
capital from other resources such as debt financing, which may not even be
available to us. However, if such financing were available, because we are a
development stage company with no operations to date, we would likely have to
pay additional costs associated with high risk loans and be subject to an above
market interest rate. At such time these funds are required, management would
evaluate the terms of such debt financing and determine whether the business
could sustain operations and growth and manage the debt load. If we cannot raise
additional proceeds via a private placement of our common stock or secure debt
financing we would be required to cease business operations. As a result,
investors in our common stock would lose all of their investment.





The
staged procurement of our wireless systems will continue over the next 12
months.  Other than purchasing our products and services, we do not
anticipate obtaining any further products or services.  We do not
expect the purchase or sale of plant or any significant equipment and we do not
anticipate any change in the number of our employees.





We have
no current plans, preliminary or otherwise, to merge with any other
entity.





If we are
unable to complete any phase of our product or marketing efforts because we do
not have enough money, we will cease our development and or marketing operations
until we raise money.  Attempting to raise capital after failing in
any phase of our product plan would be difficult.  As such, if we
cannot secure additional proceeds we will have to cease operations and investors
would lose their entire investment.


20





Management
does not plan to hire additional employees at this time. Our officers and
directors will be responsible for the initial product and service sourcing. We
have hired an independent consultant to build the site. We also intend to hire
sales representatives initially on a commission only basis to keep
administrative overhead to a minimum.





Going
Concern





Our
auditors have issued a "going concern" opinion and we have experienced losses
for the year ended December 31, 2008 and for the period from our inception,
February 20, 2007 through December 31, 2007. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our
bills.  This is because we have not generated any substantial revenues
and no substantial revenues are anticipated until we obtain financing.
Accordingly, we must raise cash from sources other than from the sale of our
products and services. Our only other source for cash at this time is
investments by others in us. We must raise cash to implement our business
strategy and stay in business.





Our
financial statements 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. Our financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern. Our continuation as a going
concern is dependent upon our ability to generate sufficient cash flows to meet
our obligations on a timely basis.





We are
continuing our efforts to raise equity financing. However, there can be no
assurance that we will be able to service additional financing or that if such
financing is available, whether the terms or conditions would be acceptable to
us.





Off-Balance
Sheet Arrangements





None.





Critical
Accounting Policies





We have
identified the policies below as critical to our business operations and the
understanding of our results of operations. The impact and any associated risks
related to these policies on our business operations is discussed throughout
management's Discussion and Analysis of Financial Condition and Results of
Operations where such policies affect our reported and expected financial
results. For a detailed discussion on the application of these and other
accounting policies, see Note 1 in the Notes to the Financial Statements in Item
15 of this Annual Report on Form 10-K, beginning on page F-7. Note that our
preparation of this Annual Report on Form 10-K requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.





Revenue
Recognition





The
Company recognizes revenue from the sale of its products upon shipment, at which
time title passes. The Company will estimate an allowance for sales returns
based on historical experience with product returns once products sales
commence.





Inventory





We value
our inventory at the lower of the actual cost to purchase the inventory or the
current estimated market value of the inventory. We regularly review inventory
quantities on hand and record a provision for excess and obsolete inventory
based primarily on our estimated forecast of product demand and production
requirements for the future. We did not experience any inventory obsolescence in
2008. During the last quarter of 2007 we determined that a certain portion of
our inventory is excess or obsolete, and accordingly, we expensed its carrying
value in the amount of $5,000.





Additionally,
our estimates of future product demand may prove to be inaccurate, in which case
we may have understated or overstated the provision required for excess and
obsolete inventory. In the future, if our inventory is determined to be
overvalued, we would be required to recognize such costs in our cost of goods
sold at the time of such determination. Likewise, if our inventory is determined
to be undervalued, we may have over-reported our costs of goods sold in previous
periods and would be required to recognize such additional operating income at
the time of sale.


21





Although
we make every effort to ensure the accuracy of our forecasts of future product
demand, any significant unanticipated changes in demand or technological
developments could have a significant impact on the value of our inventory and
our reported operating results. We have experienced, and may continue to
experience, significant fluctuations in sales and operating - results from
quarter to quarter.





Contingencies





We
determine whether to disclose and accrue for loss contingencies based on an
assessment of whether the risk of loss is remote, reasonably possible or
probable and where reasonable estimates can be made of the amount of potential
loss, of the materiality of the loss contingency, in accordance with Statement
of Financial Accounting Standards No. 5 ("SFAS 5"), "Accounting for
Contingencies." We develop our assessment in consultation with outside advisors
and is based on an analysis of possible outcomes under various strategies. Loss
contingency assumptions involve judgments that are inherently subjective and
frequently involve matters that are in litigation, which by its nature is
unpredictable. We believe that our loss contingency assumptions are sound, but
because of the subjectivity involved and the unpredictable nature of the subject
matter at issue, our assumptions may prove to be incorrect, which could
materially impact our consolidated financial statements in future
periods.





Recent
Accounting Pronouncements





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60.”  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its financial position, results of operations or cash
flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





22


In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in Statement
141.  This Statement establishes principles and requirements for how
the acquirer: (a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; (b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements.  The Company will adopt this statement beginning
March 1, 2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of
operations.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in
current year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The Company is
currently evaluating the impact of adopting SAB No. 108 but does not expect that
it will have a material effect on its financial statements.


23





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We do not
hold any derivative instruments and do not engage in any hedging
activities.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Our
audited financial statements, together with the Report thereon of Moore &
Associates, Chartered, independent certified public accountants, are included
elsewhere in Item 15 as F-1 through F-10.





ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




We have
no changes or disagreements with our auditors.




ITEM
9A.  CONTROLS AND PROCEDURES





Management’s 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) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the 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 accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





-
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairlyreflect
      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 accounting
      principles generally accepted in the United States of America 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.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of as
of the year ended December 31, 2008 management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below.  This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of the year ended December 31, 2008.





24


Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





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





Management’s Remediation
Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by July 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by July 31, 2009.





Changes in internal controls
over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.





LACK
OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE





Management
is aware that an audit committee composed of the requisite number of independent
members along with a qualified financial expert has not yet been
established.  Considering the costs associated with procuring and
providing the infrastructure to support an independent audit committee and the
limited number of transactions, Management has concluded that the risks
associated with the lack of an independent audit committee are not
justified.  Management will periodically reevaluate this
situation.





LACK
OF SEGREGATION OF DUTIES





Management
is aware that there is a lack of segregation of duties at the Company due to the
small number of employees dealing with general administrative and financial
matters. However, at this time management has decided that considering the
abilities of the employees now involved and the control procedures in place, the
risks associated with such lack of segregation are low and the potential
benefits of adding employees to clearly segregate duties do not justify the
substantial expenses associated with such increases.  Management will
periodically reevaluate this situation





ITEM 9B. OTHER
INFORMATION





None.


25


PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Directors
and Executive Officers





Set forth
below is information regarding the Company’s current directors and executive
officers. There are no family relationships between any of our directors or
executive officers. The directors are elected annually by stockholders. The
executive officers serve at the pleasure of the Board of Directors.





Name
            Age
            Year
      Elected/
              Appointed
            PositionGary
      Tsitron
            61
            2009
            Director,
      President, Chief Executive Officer and Chief Accounting
      Officer






Mr.
Gary Tsitron, Director, President, Chief Executive Officer and Chief Accounting
Officer





Gary
Tsitron has almost thirty years of experience in the field of
telecommunications. Mr. Tsitron has been retired for the past 6 years. Previous
to his retirement he served in several leading positions with European
Telecommunications Companies. Mr. Tsitron graduated from the Moscow University
of Arts and Technology in 1976 with a Bachelors of Science degree in Radio
Communications.





Composition
of the Board





Our board
of directors has three directors with only one class of directors being elected
in each year. Upon the expiration of the term of a director, the director will
be elected for an annual term at the annual meeting of stockholders in the year
in which their term expires.





Board
of Directors Committees and Other Information





Our sole
director serves until a successor is elected and qualified. The officers were
appointed by the Board of Directors to serve until successor(s) are duly
appointed and qualified, or until removed from office. The Board of Directors is
not composed of any nominating, auditing or compensation
committees.





The Board
of Directors currently has no committees. As and when required by law, it will
establish Audit Committee and a Compensation Committee. The Audit Committee will
oversee the actions taken by our independent auditors and review our internal
financial and accounting controls and policies. The Compensation Committee will
be responsible for determining salaries, incentives and other forms of
compensation for our officers, employees and consultants and will administer our
incentive compensation and benefit plans, subject to full board
approval.





The
functions of the Audit Committee and the Compensation Committee are currently
performed by the Board of Directors.





Director
Independence





The
Company is quoted on the OTC Bulletin Board inter-dealer quotation system, which
does not have director independence requirements or on any other exchange.
However, for purposes of determining director independence, we have applied the
definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states
that a director is not considered to be independent if he or she is also an
executive officer or employee of the corporation. Accordingly, we have no
independent directors.


26





Conflicts
of Interest





Potential
investors should be aware of the following potential conflicts of
interest:





·None of our
officers and directors is required to commit his or her full time to our affairs
and, accordingly, they may have conflicts of interest in allocating management
time among various business activities.





·In the course of
their other business activities, our officers and directors may become aware of
investment and business opportunities which may be appropriate for presentation
to our company as well as the other entities with which they are affiliated. Our
management may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.





·Our officers and
directors may in the future become affiliated with entities, including other
companies, engaged in business activities similar to those intended to be
conducted by our company.





·In general,
officers and directors of a corporation incorporated under the laws of the State
of Nevada are required to present business opportunities to a corporation
if:





·the Corporation
could financially undertake the opportunity;





·the opportunity is
within the corporation’s line of business; and





·it would not be
fair to the corporation and its stockholders for the opportunity not to be
brought to the attention of the corporation.





Accordingly,
as a result of other business affiliations, our officers and directors may have
similar legal obligations relating to presenting business opportunities meeting
the above-listed criteria to other entities. We cannot make any assurances that
any of the above mentioned conflicts will be resolved in our favor.





Involvement
in Certain Legal Proceedings





To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offences); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodities Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.





Section
16(a) Beneficial Ownership Reporting Compliance





The
Company is aware that all filings of Form 4 and 5 required of Section 16(a) of
the Exchange Act of Directors, Officers or holders of 10% of the Company's
shares have not been timely and the Company has instituted procedures to ensure
compliance in the future.





Indemnification
of Officers and Directors





As
permitted by Nevada law, our Articles of Incorporation provide that we will
indemnify its directors and officers against expenses and liabilities they incur
to defend, settle, or satisfy any civil or criminal action brought against them
on account of their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross negligence or
willful misconduct.


27





Pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.





Code
of Conduct and Ethics





We are
committed to maintaining the highest standards of business conduct and ethics.
We have adopted a code of conduct and ethics applicable to our directors,
officers and employees. The code of conduct and ethics reflects our values and
the business practices and principles of behavior that support this commitment.
The code of conduct and ethics satisfies SEC rules for a “code of ethics”
required by Section 406 of the Sarbanes-Oxley Act of 2002, as well as the
American Stock Exchange rules for a “code of conduct and ethics.” A form of the
code of conduct and ethics was filed as Exhibit 14.1 to this Annual Report on
Form 10-K for December 31, 2007.





ITEM
11.  EXECUTIVE COMPENSATION





The
following table sets forth, for the year ended December 31, 2008 and 2007,
compensation paid by us to (a) each person serving as our Chief Executive
Officer during 2008 and 2007 and (b) each of our other most highly compensated
executive officers (the "named executive officers") during 2008 and 2007 who was
serving as an executive officer on December 31, 2008.


28








SUMMARY
COMPENSATION TABLE








Long
      Term CompensationAnnual
      Compensation
                                Awards
                                Payouts(a)
                                (b)
                                (c)
                                (d)
                                (e)
                                (f)
                                (g)
                                (h)
                                (i)Name
                                  And
                                  Principal
                                  Position
                                Year
                                Salary
                                  ($)
                                Bonus
                                  ($)
                                Other
                                  Annual
                                  Compen-
                                  sation
                                  ($)
                                Restricted
                                  Stock
                                  Award(s)
                                  ($)
                                Securities
                                  Underlying
                                  Options/
                                  SARs
      (#)
                                LTIP
                                  Payouts
                                  ($)
                                All
      Other
                                  Compen-
                                  sation
                                  ($)James
      E. Renton
                                  Chief Executive Officer &
      President
                                2008
                                  2007
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0John
      S. Neubauer
                                  Chief Operating Officer,
      Treasurer & Secretary
                                2008
                                  2007
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0Raymond
      T. Bauer
                                  Vice President of Sales and
      Marketing
                                2008
                                  2007
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0
                                0
                                  0


_______________________





29





The
following table summarizes the number of shares and the terms of stock options
we granted to the named executive officers in our 2008 fiscal year.





OPTIONS/SARS
GRANTS DURING YEAR ENDED DECEMBER 31, 2008





Individual
      Grants
              
              Potential
      Realizable
                Value
      at Assumed
                Annual
      Rates of
                Stock
      Price Appreciation
                For
      Option Term(4)Name
              Number
      of
                Securities
                Underlying
                Options/
                SARs
                Granted
                (#)(1)(2)
              %
      of
                Total
                Options/
                SARs
                Granted
      to
                Employees
                In
                  Fiscal
      Year
              Exercise
                or
      Base
                Price
                ($/Sh)(3)
              Expiration
                Date
              
              5%
                  ($)
              10%
                  ($)James
      E. Renton
              0
              0
              N/A
              N/A
              
              N/A
              N/AJohn
      S. Neubauer
              0
              0
              N/A
              N/A
              
              N/A
              N/ARaymond
      T. Bauer
              0
              0
              N/A
              N/A
              
              N/A
              N/A





The
following table sets forth information concerning the number and value of
unexercised options held by each of the named executive officers as of December
31, 2008. None of the named executive officers exercised options in
2008.





AGGREGATE
YEAR END OPTION VALUES


(DECEMBER
31, 2007)





Number
      of Securities
                          Underlying
      Unexercised
                          Options
      at 12/31/08
                        
                        
                        Value
      of Unexercised
                          In-the-Money
      Options at
                          12/31/08
      ($)(1)Name
                        Shares
                          Acquired
      on
                          Exercise
      (#)
                        Value
                          Realized
                        Unexercisable
                        Exercisable
                        
                        Unexercisable
                        ExercisableJames
      E. Renton
                        0
                        0
                        0
                        0
                        
                        0
                        0John
      S. Neubauer
                        0
                        0
                        0
                        0
                        
                        0
                        0Raymond
      T. Bauer
                        0
                        0
                        0
                        0
                        
                        0
                        0





(1)
            Represents
      the difference between the aggregate market value at December 31, 2008, as
      applicable, of our common stock (based on a last sale price of $0.33 such
      date) and the options’ aggregrate exercise
  price.








Outstanding
Equity Awards At Fiscal Year-End Table


None.





Option
Exercises And Stock Vested Table


None.




30


Pension
Benefits Table


None.





Nonqualified
Deferred Compensation Table


None.





All
Other Compensation Table


None.





Perquisites
Table


None.




Compensation
of Directors





We
currently have one director. Our current compensation policy for directors
is to compensate them through options to purchase common stock as consideration
for their joining our board and/or providing continued services as a director.
We do not currently provide our directors with cash compensation, although we do
reimburse their expenses, with exception for a chairman of the board. No
additional amounts are payable to the Company’s directors for committee
participation or special assignments. There are no other arrangements pursuant
to which any directors was compensated during the Company’s last completed
fiscal year for any service provided.








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





The
following table sets forth, as of the date of this Annual Report, the total
number of shares owned beneficially by our officers and directors, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares based on 7,008,000 shares issued and outstanding as
of April 3, 2009.  The stockholders listed below have direct ownership
of their shares and possess sole voting and dispositive power with respect to
the shares.





Title
      of Class
              Name
      and Address of Beneficial Owner(1)
              
              Amount
      and
                Nature
      of
                Beneficial
      Owner
              
              
              Percent
      of
                ClassCommon
      Stock
              Gary
      Triston
                Konigsallee
      60F
                Dusseldorf,
      Germany
              
              
              0
              
              
              
              0%Common
      Stock
              All
      officers and Directors (1 person)
              
              
              0
              
              
              
              0Common
      Stock
              James
      Renton
                176
      Sierra Vista Circle SW Calgary, Alberta Canada T3H 3A4
              
              
              1,550,000
              
              
              
              22.1%Common
      Stock
              Moshe
      Solomonow
                94
      Ahuza St.
                Raanana,
      Israel
              
              
              1,250,000
              
              
              
              17.8.%Common
      Stock
              InterCap
      Partners Incorporated
                1800
      Century Park East
                Sixth
      Floor
                Los
      Angeles, CA 90067(2)
              
              
              500,000
              
              
              
              7.1%Common
      Stock
              Alpha
      Capital, Ltd.
                29
      Harley Street
                London
      W1G 9QR
                UK(3)
              
              
              1,008,000
              
              
              
              14.4%





31





[1]           The
person named above may be deemed to be a "parent" and "promoter" of our Company,
within the meaning of such terms under the Securities Act of 1933, as amended,
by virtue of his direct and indirect stock holdings. Mr. Renton is the only
"promoter" of our Company.


[2]           Deann
Hampton has voting and/or dispositive power with respect to the shares owned by
InterCap Partners Incorporated.








A person
is considered to "beneficially own" any shares (a) over which such person
exercises sole or shared voting or investment power, or (b) of which such person
has the right to acquire ownership at any time within 60 days (e.g., through
exercise of stock options). Except as otherwise indicated, voting and investment
power relating to the shares referenced in the table above is exercised solely
by the beneficial owner.





Capital
Stock





The
following is a summary of the material terms of the Company’s capital stock.
This summary is subject to and qualified by our articles of incorporation and
bylaws.





Common
Stock





As of
April 3, 2009, there were 25 shareholders of record holding a total of 7,008,000 shares of fully paid
and non-assessable common stock of the 75,000,000 shares of common stock, par
value $0.001, authorized.





The
shares of our common stock presently outstanding, and any shares of our common
stock issues upon exercise of stock options and/or warrants, will be fully paid
and non-assessable. Each holder of common stock is entitled to one vote for each
share owned on all matters voted upon by shareholders, and a majority vote is
required for all actions to be taken by shareholders. In the event we liquidate,
dissolve or wind-up our operations, the holders of the common stock are entitled
to share equally and ratably in our assets, if any, remaining after the payment
of all our debts and liabilities and the liquidation preference of any shares of
preferred stock that may then be outstanding. The common stock has no preemptive
rights, no cumulative voting rights, and no redemption, sinking fund, or
conversion provisions. Since the holders of common stock do not have cumulative
voting rights, holders of more than 50% of the outstanding shares can elect all
of our Directors, and the holders of the remaining shares by themselves cannot
elect any Directors. Holders of common stock are entitled to receive dividends,
if and when declared by the Board of Directors, out of funds legally available
for such purpose, subject to the dividend and liquidation rights of any
preferred stock that may then be outstanding.





Voting
Rights





Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.





Preferred
Stock





None.





Warrants





None.


32





Stock
Options





None.





Dividends





Subject
to preferences that may be applicable to any then-outstanding shares of
Preferred Stock, if any, and any other restrictions, holders of Common Stock are
entitled to receive ratably those dividends, if any, as may be declared from
time to time by the Company’s board of directors out of legally available funds.
The Company and its predecessors have not declared any dividends in the past.
Further, the Company does not presently contemplate that there will be any
future payment of any dividends on Common Stock.




Amendment
of our Bylaws




Our
bylaws may be adopted, amended or repealed by the affirmative vote of a majority
of our outstanding shares. Subject to applicable law, our bylaws also may be
adopted, amended or repealed by our Board of Directors.







33





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





None of
the following parties have any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:





o
            Any
      of our directors or officers, except as described
  below;




o
            Any
      person proposed as a nominee for election as a
  director;




o
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 5% of the voting rights attached to our outstanding shares of common
      stock;




o
            Any
      of our promoters;




o
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES








2008
                                      2007Moore&Associates
                                      Moore&AssociatesAudit
      Fees (1)
                                      $14,250
                                      $6,750Audit-Related
      Fees (2)
                                      0
                                      0Tax
      Fees (3)
                                      0
                                      0All
      Other Fees (4)
                                      0
                                      0Total
                                      $3,600
                                      $3,000





(1)
            Audit
      fees represent fees for professional services provided in connection with
      the audit of our financial statements and review of our quarterly
      financial statements.


(2)
            During
      2008, we did not incur fees for assurance services related to the audit of
      our financial statements and for services in connection with audits of our
      benefit plans, which services would be reported in this
      category.


(3)
            Tax
      fees principally included tax advice, tax planning and tax return
      preparation.


(4)
            Other
      fees related to registration statement reviews and
    comments.





The Board
of Directors has reviewed and discussed with the Company's management and
independent registered public accounting firm the audited consolidated financial
statements of the Company contained in the Company's Annual Report on Form 10-K
for the Company's 2008 fiscal year. The Board has also discussed with the
auditors the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.





The Board
has received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.


34





Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for its 2008 fiscal year for filing with the
SEC.





Pre-Approval
Policies





The
Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.





The Board
pre-approved all fees described above.





PART
IV





ITEM
15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES




(a)           Exhibits
required by Item 601 of Regulation S-K




(a)(1)
and (2) Financial Statements.    We have listed the
Financial Statements and Schedules in the Index to Financial Statements on page
F-1 of this Form 10-K.





(a)(3)           Exhibits:





The
following exhibits are filed as part of this Registration Statement, pursuant to
Item 601 of Regulation K.  All exhibits have been previously filed
unless otherwise noted.





EXHIBIT
      NO.
            DOCUMENT
      DESCRIPTION3.1
            Articles
      of Incorporation of WiTel Corp.3.2
            Bylaws
      of WiTel Corp.14.
            Code
      of Ethics





(b)
DESCRIPTION OF EXHIBITS





EXHIBIT
3.1





Articles
of Incorporation of WiTel Corp., dated February 20, 2007, incorporated by
reference to the Company’s filing on Form SB-2, on August 3,
2008.


35





EXHIBIT
3.2





Bylaws of
WiTel Corp., approved and adopted on February 28, 2007, incorporated by
reference to the Company’s filing on Form SB-2, on August 3, 2008.








EXHIBIT
14.1





Code of
Ethics adopted March 31, 2008 (incorporated by reference to the Form 10-K filed
with the Securities and Exchange Commission on April 14, 2008).








(31)
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002





(31.1)
            Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Executive
      Officer of WiTel Corp.*





(31.2)
            Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Accounting
      Officer of WiTel Corp.*





(32)           Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





(32.1)
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of WiTel
      Corp.*





(32.2)
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, of the Chief Accounting Officer of WiTel
      Corp.*





*           Filed
herewith.








36


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Dusseldorf, Germany on
April 3, 2009.










WiTel
      Corp.
              
              
              By:
      /s/ Gary
      Tsitron
              Gary
      Tsitron, Chief Executive Officer









Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the registrant and in the capacities indicated have signed
this report below:





Signature
                Title
                DateBy:
      /s/
      Gary
      Tsitron
                  Gary
      Tsitron
                Director,
      Chief Executive Officer, President
                April
      3, 2009





37





WITEL
CORP.


(A
DEVELOPMENT STAGE COMPANY)











FINANCIAL
STATEMENTS





DECEMBER
31, 2008 and 2007


























REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-2FINANCIAL
      STATEMENTSBALANCE
      SHEET
                F-3STATEMENTS
      OF OPERATIONS
                R-4STATEMENT
      OF SHAREHOLDERS’ EQUITY
                F-5STATEMENTS
      OF CASH FLOWS
                F-6NOTES
      TO FINANCIAL STATEMENTS
                F-7











F-1





MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors
 Witel
Corp.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheets of Witel Corp. (A Development Stage
Company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for the year ended December 31,
2008 and since inception on February 20, 2007 through December 31, 2007 and
since inception on February 20, 2007 through 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 audits.
 
 We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Witel Corp. (A Development Stage
Company) as of December 31, 2008 and 2007, flows for the year ended December 31,
2008 and since inception on February 20, 2007 through December 31, 2007 and
since inception on February 20, 2007 through December 31, 2008, in conformity
with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has an accumulated deficit of $185,538, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 April 2,
2009
 
 
 6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-2




WITEL
CORP.


(A
DEVELOPMENT STAGE COMPANY)





BALANCE
SHEET





December
      31,2008
                        
                        
                        2007AssetsCurrent
      assetsCash
                        
                        $
                        138,280
                        
                        
                        $
                        13,936Inventories (Note
    2)
                        
                        
                        109,000
                        
                        
                        
                        23,000Total
      current assets
                        
                        
                        247,280
                        
                        
                        
                        36,936Total
      assets
                        
                        $
                        247,280
                        
                        
                        $
                        36,936Liabilities
      and Shareholders’ EquityCurrent
      liabilitiesAccounts payable
                        
                        
                        33,468
                        
                        
                        
                        -Total
      current liabilities
                        
                        
                        -
                        
                        
                        
                        -Total
      liabilities
                        
                        
                        -
                        
                        
                        
                        -Stockholders’
      equityCommon stock - $.001 par value;
      75,000,000 shares authorized, 7,008,000 shares issued and outstanding at
      December 31, 2008 and 6,100,000 shares issued and outstanding at December
      31, 2007 (Note 4)
                        
                        
                        7,008
                        
                        
                        
                        6,100Additional paid-in
      capital
                        
                        
                        392,342
                        
                        
                        
                        96,250Deficit accumulated during the
      development stage
                        
                        
                        (185,538
                        )
                        
                        
                        (65,414
                        )Total
      stockholders’ equity
                        
                        
                        213,812
                        
                        
                        
                        36,936Total
      liabilities and stockholders’ equity
                        
                        $
                        247,280
                        
                        
                        $
                        36,936





See
accompanying notes to financial statements.


F-3




WITEL
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENT
OF OPERATIONS





For
      the year ending December 31, 2008
                      
                      
                      Cumulative
      from inception
                        February
      20, 2007
                        to
                        December
      31, 2007
                      
                      
                      Cumulative from
      inception
                        February 20, 2007
                        to
                        December 31,
      2008REVENUES
                      
                      
                      -
                      
                      
                      
                      17,500
                      
                      
                      
                      -EXPENSESGeneral
      and administrative
                      
                      $
                      27,674
                      
                      
                      $
                      30,731
                      
                      
                      $
                      58,405Research
      and Development
                      
                      
                      7,000
                      
                      
                      
                      2,000
                      
                      
                      
                      9,000Website
      development
                      
                      
                      9,000
                      
                      
                      
                      8,933
                      
                      
                      
                      17,933Software
      development
                      
                      
                      13,150
                      
                      
                      
                      5,000
                      
                      
                      
                      18,150Professional
      fees
                      
                      
                      63,300
                      
                      
                      
                      32,500
                      
                      
                      
                      95,800Stock
      based compensation
                      
                      
                      -
                      
                      
                      
                      3,750
                      
                      
                      
                      3,750Provision
      for Income Taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss
                      
                      $
                      (120,124
                      )
                      
                      $
                      (65,414
                      )
                      
                      $
                      (185,538
                      )Basic
      and diluted loss per common share
                      
                      
                      (0.01
                      )
                      
                      
                      (0.01
                      )
                      
                      
                      (0.01
                      )Weighted
      average number of common shares outstanding used to calculate basic and
      diluted loss per share
                      
                      
                      6,475,573
                      
                      
                      
                      5,573,856








See
accompanying notes to financial statements.


F-4


WITEL
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENT
OF STOCKHOLDERS' EQUITY





Additional
                        
                        
                        RetainedCommon
      Stock
                        
                        
                        Paid-In
                        
                        
                        EarningsShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        (Accumulated
                          Deficit)
                        
                        
                        Shareholders’EquityBalance at inception
      (February 20, 2007)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Founders
      shares, issued for services rendered on February 28, 2007 at $0.001 per
      share
                        
                        
                        3,750,000
                        
                        
                        
                        3,750
                        
                        
                        
                        -
                        
                        
                        
                        (3,750
                        )
                        
                        
                        -Common
      stock subscribed (2,250,000) on May 1, 2007 at $0.02 per
    share
                        
                        
                        2,250,000
                        
                        
                        
                        2,250
                        
                        
                        
                        46,350
                        
                        
                        
                        -
                        
                        
                        
                        48,600Common
      stock subscribed (100,000) on October 1, 2007 at $0.50 per
      share
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        49,900
                        
                        
                        
                        -
                        
                        
                        
                        50,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (61,664
                        )
                        
                        
                        (61,664
                        )Balances,December 31,
      2007
                        
                        
                        6,100,000
                        
                        
                        $
                        6,100
                        
                        
                        $
                        96,250
                        
                        
                        $
                        (65,414
                        )
                        
                        $
                        36,936Common
      stock subscribed (150,000) on March 4, 2008 at $0.33 per
    share
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        49,850
                        
                        
                        
                        -
                        
                        
                        
                        50,000Common
      stock subscribed (150,000) on July 22, 2008 at $0.33 per
    share
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        49,850
                        
                        
                        
                        -
                        
                        
                        
                        50,000Common
      stock subscribed (200,000) on August 14, 2008 at $0.25 per
      share
                        
                        
                        200,000
                        
                        
                        
                        200
                        
                        
                        
                        49,800
                        
                        
                        
                        -
                        
                        
                        
                        50,000Common
      stock subscribed (408,000) on December 8, 2008 at $0.33 per
      share
                        
                        
                        408,000
                        
                        
                        
                        408
                        
                        
                        
                        146,592
                        
                        
                        
                        -
                        
                        
                        
                        147,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (120,124
                        )
                        
                        
                        (120,124
                        )Balances,December 31,
      2008
                        
                        
                        7,008,000
                        
                        
                        $
                        7,008
                        
                        
                        $
                        392,342
                        
                        
                        $
                        (185,538
                        )
                        
                        $
                        213,812





See accompanying notes to financial
statements


F-5





WITEL
CORP.


(A
DEVELOPMENT STAGE COMPANY)





STATEMENT
OF CASH FLOWS





Cumulative
      results
                          of
      Operations
                          for
      the
                          year
      ended
                          December 31, 2008
                        
                        
                        Cumulative
      results of
                          Operations
      from inception
                          February
      20, 2007
                          to
                          December 31, 2007
                        
                        
                        Cumulative
      results
                          of
      operations
                          from
      inception February 20, 2007
                          to
                          December 31, 2008Operating
      activitiesNet loss
                        
                        $
                        (120,124
                        )
                        
                        $
                        (56,481
                        )
                        
                        $
                        (185,538
                        )Adjustments to reconcile net loss
      to cash
                          provided by (used for)
      operating activities:Depreciation and
      amortization
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Stock based
      compensation
                        
                        
                        -
                        
                        
                        
                        3,750
                        
                        
                        
                        3,750Changes in assets and
      liabilities:Inventories
                        
                        
                        (86,000
                        )
                        
                        
                        (23,000
                        )
                        
                        
                        (109,000
                        )Accounts payable
                        
                        
                        33,468
                        
                        
                        
                        -
                        
                        
                        
                        33,468Net
      cash provided (used) by operating activities
                        
                        
                        (172,656
                        )
                        
                        
                        (75,731
                        )
                        
                        
                        (257,320
                        )Investing
      activitiesWebsite
development
                        
                        
                        -
                        
                        
                        
                        (9,000
                        )
                        
                        
                        -Accumulated amortization,
      website
                        
                        
                        -
                        
                        
                        
                        67
                        
                        
                        
                        -Net
      cash provided by (used for) investing activities
                        
                        
                        -
                        
                        
                        
                        (8,933
                        )
                        
                        
                        -Financing
      activitiesCapital stock
                        
                        
                        903
                        
                        
                        
                        6,100
                        
                        
                        
                        7,003Stock based
      compensation
                        
                        
                        -
                        
                        
                        
                        (3,750
                        )
                        
                        
                        (3,750
                        )Paid-in capital
                        
                        
                        296,097
                        
                        
                        
                        96,250
                        
                        
                        
                        392,347Net
      cash used for financing activities
                        
                        
                        297,000
                        
                        
                        
                        98,600
                        
                        
                        
                        395,600Net
      increase (decrease) in cash and cash equivalents
                        
                        
                        124,344
                        
                        
                        
                        13,936
                        
                        
                        
                        138,280Cash and cash
      equivalents, beginning of year
                        
                        
                        13,936
                        
                        
                        
                        -
                        
                        
                        
                        -Cash and cash
      equivalents, end of year
                        
                        $
                        138,280
                        
                        
                        $
                        13,936
                        
                        
                        $
                        138,280Supplemental
      disclosure of cash flow informationCash paid during the year for
      Interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -








See
accompanying notes to financial statements.


F-6


WITEL
CORP.


(A
DEVELOPMENT STAGE COMPANY)




NOTES
TO FINANCIAL STATEMENTS







NOTE
1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION





WiTel
Corp. (the "Company") is in the initial development stage and has incurred
losses since inception totaling $185,538. The Company was incorporated on
February 20, 2007 in the State of Nevada. The fiscal year end of the Company is
December 31. The Company intends to sell wireless phones that utilizes wireless
internet (Wi-Fi) to deliver calls to its subscribers wherever they are in the
world.





The
ability of the Company to continue as a going concern is dependent on raising
capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company is funding its
initial operations by way of issuing Founders' shares for services rendered and
by entering into private placement offerings for 2,250,000 shares at $0.02 per
share for $48,600 and 100,000 shares at $0.50 per share for $50,000. As of
December 31, 2007, the Company had issued 3,750,000 Founders shares at par
value, $0.001 per share, for services rendered in the amount of $3,750,
2,250,000 shares at $0.02 per share for proceeds of $48,600, of which $48,600
has been received by the Company and 100,000 shares at $0.50 per share for
proceeds of $50,000, of which $50,000 has been received by the Company. As of
December 31, 2008, the Company had issued 300,000 shares at $0.33 per share for
proceeds of $100,000, of which $100,000 had been received by the Company;
200,000 shares at $0.25 per share for proceeds of $50,000, of which $50,000 had
been received by the Company and 403,333 shares at $0.33 per share for proceeds
of $147,000 of which $147,000 had been received by the Company.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
OF PRESENTATION





These
financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.





USE
OF ESTIMATES AND ASSUMPTIONS





Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.





INVENTORIES





Inventories
are stated at the lower of cost or market. The Company uses the first-in,
first-out method for inventory.





INCOME
TAXES





The
Company follows the liability method of accounting for income taxes in
accordance with Statements of Financial Accounting Standards ("SFAS") No.109, "Accounting for Income
Taxes." Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances. Deferred tax assets and liabilities are measured
using enacted or substantially enacted tax rates expected to apply to the
taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment.





NET
LOSS PER SHARE





Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, diluted loss per
share is equal to basic loss per share.


F-7





FOREIGN
CURRENCY TRANSLATION





The
financial statements are presented in United States dollars. In accordance with
SFAS No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Non-monetary assets and
liabilities are translated at exchange rates prevailing at the transaction date.
Revenue and expenses are translated at average rates of exchange during the
period. Related translation adjustments are reported as a separate component of
stockholders' equity (deficit), whereas gains or losses resulting from foreign
currency transactions are included in results of operations.





STOCK-BASED
COMPENSATION





The
Company has not adopted a stock option plan and has not granted any stock
options. The Company granted stock awards, at par value, to its officers,
directors and advisors for services rendered in its formation. Accordingly,
stock-based compensation has been recorded to date. In December 2004, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 123R,
"SHARE-BASED PAYMENT."
SFAS No. 123R establishes standards for the accounting for transactions in which
an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS No. 123R focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. SFAS No.
123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. Public
entities that file as small business issuers will be required to apply SFAS No.
123R in the first interim or annual reporting period that begins after December
15, 2005.





In March
2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "SHARE-BASED PAYMENT," to
give guidance on the implementation of SFAS No. 123R. Management will consider
SAB No. 107 during the implementation of SFAS No. 123R.





RESEARCH
AND DEVELOPMENT





Research
and development costs are expensed as incurred.





RECENT
ACCOUNTING PRONOUNCEMENTS





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60.”  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its financial position, results of operations or cash
flows.


F-8





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in Statement
141.  This Statement establishes principles and requirements for how
the acquirer: (a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; (b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements.  The Company will adopt this statement beginning
March 1, 2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of
operations.


F-9





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in
current year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The Company is
currently evaluating the impact of adopting SAB No. 108 but does not expect that
it will have a material effect on its financial statements.





NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS





In
accordance with the requirements of SFAS No. 107, the Company has determined the
estimated fair value of financial instruments using available market information
and appropriate valuation methodologies. The fair value of financial instruments
classified as current assets or liabilities approximate their carrying value due
to the short-term maturity of the instruments.


F-10





NOTE
4 - CAPITAL STOCK





The
Company's capitalization is 75,000,000 common shares with a par value of $0.001
per share. No preferred shares have been authorized or issued.





As of
February 28, 2007, the Company issued 3,750,000 shares of its common stock at
$0.001 per share for services rendered in the amount of $3,750 to its directors,
professionals and others.








PRIVATE
PLACEMENTS





In April
2007, the Company authorized a private placement offering of up to 2,250,000
shares of common stock at a price of $0.02 per share for a total amount of
$48,600. As of May 1, 2007, the Company had issued 2,250,000 shares at $0.02 per
share and received $48,600 from the sale of its private placement stock to 18
accredited investors in a transaction that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Act”) in reliance
on Section 4(2) of the Act. In October 2007, the Company authorized and issued
100,000 shares at $0.50 per share for total proceeds of $50,000 to an
institutional investor in an exempt transaction in reliance on Section 4(2) and
Regulation S of the Act. In March 2008, the Company authorized and issued
150,000 shares at $0.33 per share for total proceeds of $50,000 to an
institutional investor in an exempt transaction in reliance on Section 4(2) and
Regulation S of the Act. In July 2008, the Company authorized and issued 150,000
shares at $0.33 per share for total proceeds of $50,000 to an institutional
investor in an exempt transaction in reliance on Section 4(2) and Regulation S
of the Act. In August 2008, the Company authorized and issued 200,000 shares at
$0.25 per share for total proceeds of $50,000 to an institutional investor in an
exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In
December 2008, the Company authorized and issued 403,333 shares at $0.33 per
share for total proceeds of $147,000 to an institutional investor in an exempt
transaction in reliance on Section 4(2) and Regulation S of the
Act.





NOTE
5 - RELATED PARTY TRANSACTIONS





The
Company previously recorded $17,500 as an advance from a shareholder for funds
provided to it while it was seeking capital. The Company has since written-off
the amount of the advance. As of December 31, 2008 and 2007, there was no
balance due to a shareholder for funds advanced to the Company to pay for costs
incurred by it while it was seeking additional capital. These funds had been
interest free and the Company has included the amount forgiven as
income.





NOTE
6 - INCOME TAXES





As of
December 31, 2008 and 2007, the Company had net operating loss carry forwards of
approximately $120,124 and $56,481, respectively for a total of $185,538 that
may be available to reduce future years' taxable income and will expire
commencing in 2027. Availability of loss usage is subject to change of ownership
limitations under Internal Revenue Code 382. Future tax benefits which may arise
as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and,
accordingly, the Company has recorded a full valuation allowance for the
deferred tax asset relating to these tax loss carry forwards.





NOTE
7 – SUBSEQUENT EVENTS





On
February 10, 2009,  the holders of the majority of the shares of
common stock of Witel Corp. (the “Corporation”) (the “Shareholders”),
pursuant to Section 205(b) of the Bylaws of the Corporation that states
specifically: Any director may be removed from office, with or without cause, by
the vote or written consent of stockholders representing not less than fifty
percent of the issued and outstanding voting capital stock of the Corporation”
removed John S. Neubauer and Raymond T. Bauer as members of the Board of
Directors of the Corporation. A
shareholder cancelled 1,550,000 shares inadvertently issued in his
name.