U.S. SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM
10-K/A




(Amendment
No. 1)




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


EXCHANGE
ACT OF 1934





For
the fiscal year ended December 31, 2008


Commission file number:
333-144943





WATCHTOWER,
INC.


(Exact
name of registrant as specified in its charter)





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





410 Park
Avenue, 15th
Floor


New York, New York
10022


(Address
of principal executive offices)





Tel:
(888) 251-3422


(Registrant’s
telephone number, including area code)





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


None





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


Common
Stock, $0.0001 par value








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





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





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.     Yes
x     No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o





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




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





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





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





The
number of shares of the issuer’s common stock issued and outstanding as of March
31, 2009 was 12,400,000 shares.





Documents
Incorporated By Reference: None


Explanatory Note
  We are
amending our Annual Report on Form 10-K (the “Original Filing”) for the fiscal
year ended December 31, 2008, which was filed with the Securities and Exchange
Commission on March 30, 2009. This Amendment is being filed because the Original
Filing inadvertently failed to include the balance sheet information as of
December 31, 2007 as required pursuant to Rule 8-02 of Regulation S-X. For
convenience and ease of reference, this Amendment contains only Item 8, the
Financial Statements and footnotes thereto. As a result of this Amendment, the
certifications made pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002, filed as exhibits to the Original Filing, have been re-executed and
re-filed as of the date of this Amendment.
  This
Amendment does not modify or update other disclosures in, or exhibits to, the
Original Filing, and, accordingly, this Amendment should be read in conjunction
with the Original Filing.















PART
II








Item
8.                      Financial
Statements.









REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors and Stockholders


Watchtower,
Inc.





We have
audited the accompanying balance sheets of Watchtower, Inc. (a Development Stage
Company) (“the Company”) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficiency) and cash flows for
the year ended December 31, 2008, the period February 20, 2007 (inception) to
December 31, 2007 and the period February 20, 2007 (inception) to December 31,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  Also, an audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Watchtower, Inc. at December 31,
2008 and 2007, and the results of its operations and its cash flows for the year
ended December 31, 2008, the period February 20, 2007 (inception) to December
31, 2007 and the period February 20, 2007 (inception) to December 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.





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








WOLINETZ,
LAFAZAN & COMPANY, P.C.








Rockville
Centre, New York


March 27,
2009

















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






WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies
 
 Organization
 
 Watchtower,
Inc. (“the Company”) was incorporated on February 20, 2007 under the laws of the
State of Nevada.
 
 The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company originally intended to market
and sell anti-lock braking systems produced in China to the auto parts and auto
manufacturing market in the United States. The Company has since abandoned its
business plan and is now seeking an operating company with which to merge or
acquire. Accordingly, the Company is now considered a blank check company. There
is no assurance, however, that the Company will achieve its objectives or
goals.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments purchased with a maturity of
three months or less to be cash equivalents.
 
 Revenue
Recognition
 
 For
revenue from product sales, the Company will recognize revenue in accordance
with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104),
which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” (SAB No. 101).  SAB No. 104 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably
assured.  Determination of criteria (3) and (4) are based on
management’s judgment regarding the fixed nature of the selling prices of the
products delivered and the collectibility of those
amounts.  Provisions for discounts and rebates to customers, estimated
returns and allowance, and other adjustments will be provided for in the same
period the related sales are recorded.
 
 Advertising
Costs
 
 Advertising
costs will be charged to operations when incurred.  The Company did
not incur any advertising costs during the year ended December 31, 2008 and the
period February 20, 2007 (inception) to December 31, 2007.
 
 Income
Taxes
 
 The
Company accounts for income taxes using the asset and liability method described
in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
establish deferred tax assets and liabilities for the temporary differences
between the financial reporting and the tax bases of the Company’s assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled.  A valuation allowance related to deferred tax
assets is recorded when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
 
 Loss Per
Share
 
 The
computation of loss per share is based on the weighted average number of common
shares outstanding during the period presented.  Diluted loss per
common share is the same as basic loss per common share as there are no
potentially dilutive securities outstanding (options and warrants).
   
 F-6
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 
 NOTE 1
-             
  Summary of
Significant Accounting Policies (Continued)
 
 Research and
Development
 
 Research
and development costs will be charged to expense in the period
incurred.  The Company did not incur any research and development
costs during the year ended December 31, 2008 and the period February 20, 2007
(inception) to December 31, 2007.
 
 Accounting
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reported period.  Actual results could differ from those
estimates.
 
 Fair Value of Financial
Instruments
 
 The
carrying value of cash, accounts payable and loans payable approximate fair
value because of the immediate or short-term maturity of these financial
instruments.
 
 Recently Issued Accounting
Pronouncements
 
 SAB 108
 
 In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB 108).  SAB 108 was issued in order to eliminate
the diversity in practice surrounding how public companies quantify financial
statement misstatements.  SAB 108 requirements that registrants
quantify errors using both a balance sheet and income statement approach and
evaluate whether either approach results in a misstated amount that, when all
relevant quantitative and qualitative factors are considered, is
material.  The Company has considered the SAB 108 to be not
material.
 
 SFAS 157
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements(SFAS 157).  SFAS 157 provides a common definition of fair
value and establishes a framework to make the measurement of fair value in
generally accepted accounting principles more consistent and
comparable.  SFAS 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure assets and
liabilities, the methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings.  SFAS 157 is effective for
the Company’s year end 2008, although early adoption is
permitted.  The Company has considered SFAS 157 to be not
material.
  
 
 F-7
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies (Continued)
 
 SFAS 162
 
 The FASB
has issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities.  The hierarchy under SFAS 162
is as follows:
 
 ·
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, AICPA
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB, and Rules and interpretive
      releases of the SEC for SEC
registrants.
 
 ·
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 ·
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the EITF, and Appendix D EITF
      topics.
 
 Statement
162 is effective 60 days following the SEC's approval of the PCAOB amendments to
AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Since SFAS 162 is only effective for
nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on
Auditing Standards (SAS) No. 69, The Meaning of "Present Fairly in
Conformity with Generally Accepted Accounting Principles" in the
Independent Auditor's Report, for state and local governmental entities and
federal governmental entities.  The Company believes the adoption of
this standard will not have a material impact on the financial condition or the
results of the Company's operations.
 
 
 NOTE 2
-                Going
Concern
 
 The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$60,174 for the year ended December 31, 2008, and a net loss of $15,202 for the
period February 20, 2007 (inception) to December 31, 2007.  In
addition, the Company had a working capital deficiency of $19,576 at December
31, 2008.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 There can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources.  The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its
business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company’s existing
stockholders.
 
 The
accompanying financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to
continue as a going concern.
 
 
 F-8
  
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 
 NOTE 2
-                Going Concern
(Continued)
 
 The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof.  There can be no assurances that the Company will be able to
raise the additional funds it requires.
 
 NOTE 3
-                Loans
Payable
 
 Loans
payable consist of various advances made to the Company during the year, bearing
interest at 8% per annum and payable on demand.
 
 
 NOTE 4
-           
    Common
Stock
 
 In
February 2007 the Company issued 8,000,000 shares of common stock to the
Founders of the Company for $800.
 
 In April
2007 the Company sold 3,500,000 shares of common stock for $35,000 to private
investors.
 
 On August
24, 2007 the Company sold 900,000 shares of common stock pursuant to its public
offering for gross proceeds of $45,000.  Expenses of the public
offering amounted to $25,000.
 
 
 NOTE 5
-                Preferred
Stock
 
 The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of preferred stock in series and at the time of
issuance, determine the rights, preferences and limitations of each
series.  The holders of preferred stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
the Company before any payment is made to the holders of the common
stock.  Furthermore, the board of directors could issue preferred
stock with voting and other rights that could adversely affect the voting power
of the holders of the common stock.
 
 
 NOTE 6
-                Income
Taxes
 
 At
December 31, 2008, the Company had available net-operating loss carryforwards
for Federal tax purposes of approximately $75,000, which may be applied against
future taxable income, if any, from 2027 to 2028.  Certain significant
changes in ownership of the Company may restrict the future utilization of these
tax loss carryforwards.
 
 At
December 31, 2008, the Company had a deferred tax asset of approximately $27,000
representing the benefit of its net operating loss carryforwards.  The
Company has not recognized the tax benefit because realization of the tax
benefit is uncertain and thus a valuation allowance has been fully provided
against the deferred tax asset.  The difference between the Federal
Statutory Tate of 34% and the Company's effective tax rate of 0% is due to an
increase in the valuation allowance of approximately $21,000 for the year ended
December 31, 2008.
 
 F-9
 
 
  PART
IV
  
 Item
15.                      Exhibits.
Financial Statement Schedules.
 
 Exhibit
                      
                      Description3.1
                      
                      Certificate
      of Incorporation of Registrant (annexed to the Registration Statement on
      Form SB-2 filed with the Securities and Exchange Commission on July 27,
      2007 and incorporated herein by reference)3.2
                      
                      By-Laws
      of Registrant (annexed to the Registration Statement on Form SB-2 filed
      with the Securities and Exchange Commission on July 27, 2007 and
      incorporated herein by reference)10.1
                      
                      Form
      of Regulation S Subscription Agreement (annexed to the Registration
      Statement on Form SB-2 filed with the Securities and Exchange Commission
      on July 27, 2007 and incorporated herein by reference)10.2
                      
                      Form
      of Investment Confirmation for the offering (annexed to the Current Report
      on Form 8-K filed with the Securities and Exchange Commission on August
      29, 2007 and incorporated herein by reference)31.1
                      
                      Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act (filed
      herewith)32.1
                      
                      Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley (filed
  herewith)
 
  
   SIGNATURES
  
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 Date:
March 31, 2009
 
 WATCHTOWER,
      INC.By.
                /s/
      Yisroel
      GuttfreundName:
                Yisroel
      GuttfreundTitle:
                President,
      Chief Executive Officer, Chairman, and Director
                  (Principal Executive, Financial,
      and Accounting
Officer)
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Date:
      March 31, 2009
                
                By.
                /s/
      Yisroel GuttfreundName:
                Yisroel
      GuttfreundTitle:
                President,
      Chief Executive Officer, Chairman, and Director
                    (Principal
      Executive, Financial, and Accounting
  Officer)
 
 
 Date:
      March 31, 2009
                
                By.
                /s/
      Yechezkel
      KlohrName:
                Yechezkel
      KlohrTitle:
                Secretary
      and Director