U.S. SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM
10-K/A





(Amendment
No.2)





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.)





100 Henry Street, Brooklyn,
New York 11201





(Address
of principal executive offices)





(718)
624-5000


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





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





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





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





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





Large
accelerated filer o                                                                                                  Accelerated
filer o


Non-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 xNo 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
24, 2009 was 12,400,000 shares.





Documents
Incorporated By Reference:  None













Explanatory
Note





This Form
10-K/A is being filed as Amendment No. 2 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009,
as amended by Amendment No. 1 to the Form 10-K, filed with the SEC on April 1,
2009 (“Original Annual Report”) for the purpose of restating the disclosure in
Item 9A(T) Controls and Procedures to respond to the SEC’s comments
thereto.  Except for the amended disclosure set forth below, this Form
10-K/A has not been updated to reflect events that occurred after March 30,
2009, the filing date of the Original Annual Report.  Accordingly,
this Form 10-K/A should be read in conjunction with our filings made with the
SEC subsequent to the filing of the Original Annual Report, including any
amendments to those filings.  However, this Form 10-K/A includes
Exhibits 31.1, 31.2, 32.1 and 32.2, new certifications by the Company’s Chief
Executive Officer and Chief Financial Officer as required by Rule
12b-15.





EVALUATION OF DISCLOSURE CONTROLS





Our Chief
Executive Officer and Principal Financial Officer, after evaluating the
effectiveness of the Company’s “disclosure controls and procedures” (as defined
in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or
15d-15(e)) as of the end of the period covered by this annual report, has
concluded that our disclosure controls and procedures are effective at a
reasonable assurance level based on his evaluation of these controls and
procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or
15d-15.





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Rules 13a-15(f) under the
Securities Exchange Act of 1934, internal control over financial reporting is a
process designed by, or under the supervision of, the Company’s principal
executive, principal operating and principal financial officers, or persons
performing similar functions, 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.





The
Company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records, that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
Company’s assets; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of the Company’s management and directors; and (3) 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. Also, 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.










The
Company’s management, including the Company’s Chief Executive Officer and
Principal Financial Officer assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2008. In making this
assessment, management used the framework in “Internal Control - Integrated
Framework” promulgated by the Committee of Sponsoring Organizations of the
Treadway Commission, commonly referred to as the “COSO” criteria. Based on the
assessment performed, management believes that as of December 31, 2008, the
Company’s internal control over financial reporting was effective based upon the
COSO criteria. Additionally, based on management’s assessment, the Company
determined that there were no material weaknesses in its internal control over
financial reporting as of December 31, 2008.





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





Changes in Internal
Controls





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





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





Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management’s override of the control. The
design of any systems of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions. Over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of these inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
Individual persons perform multiple tasks which normally would be allocated to
separate persons and therefore extra diligence must be exercised during the
period these tasks are combined. Management is aware of the risks associated
with the lack of segregation of duties at the Company due to the small number of
employees currently dealing with general administrative and financial matters.
Although management will periodically reevaluate this situation, at this point
it considers the risks associated with such lack of segregation of duties and
that the potential benefits of adding employees to segregate such duties do not
justify the substantial expense associated with such increases. It is also
recognized the Company has not designated an audit committee and no member of
the board of directors has been designated or qualifies as a financial expert.
The Company should address these concerns at the earliest possible
opportunity.





Item
15. Exhibits





Exhibit
      Number31.1
            
            Section 302
      Certification of Principal Executive Officer31.2
            
            Section 302
      Certification of Principal Financial Officer32.1
            
            Section 906
      Certification of Principal Executive Officer32.2
            
            Section 906
      Certification of Principal Financial
Officer









SIGNATURES





In
accordance with to requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





WATCHTOWER,
    INC.Dated:
      November 23, 2009
              By:
              /s/Menachem M.
      SchneersonName:
              Menachem M.
      SchneersonTitle:
              President,
      Chief Executive Office and Director (Principal
      Executive 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.






Dated:
      November 23, 2009
            By:
            /s/Menachem M.
      SchneersonName:
            Menachem M.
      SchneersonTitle:
            President,
      Chief Executive Office and Director (Principal
      Executive Officer)








Dated:
      November 23, 2009
            By:
            /s/ Shmaya
      GlickName:
            Shmaya GlickTitle:
            Secretary and Director