UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-K**





(Mark
      One)





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





For
      the
      fiscal year ended December 31, 2007





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





For
      the
      transition period from __________________ to
      __________________________.





Commission
      File Number: 333-144943





**WATCHTOWER,
      INC.**


(Exact
      name of registrant as specified in its charter)





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




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


(Address
      of principal executive offices)  (Zip
      Code)





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





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





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


Common
      Stock, $0.001 par value





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





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





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 was sold, since there is no public bid or ask
      price.





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





Documents
      Incorporated By Reference: None










**TABLE
      OF CONTENTS**





**Page****PART
                I**
            
            2Item
                1
            Business
            2Item
              1A
            Risk
              Factors
            7Item
              1B
            Unresolved
              Staff Comments
            12Item
                2
            Properties
            12Item
                3
            Legal
                Proceedings
            12Item
                4
            Submission
                of Matters to a Vote of Security Holders
            12**PART
                II**
            12Item
                5
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            12Item
                6
            Selected
                Financial Data
            13Item
                7
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            13Item
                7A
            Quantitative
                and Qualitative Disclosures About Market Risk.
            14Item
                8
            Financial
                Statements.
            F-1Item
                9
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            15Item
                9A(T)
            Controls
                and Procedures
            15Item
                9B
            Other
                Information
            15**PART
                III**
            15Item
                10
            Directors,
                Executive Officers and Corporate Governance
            15Item
                11
            Executive
                Compensation
            16Item
                12
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            17Item
                13
            Certain
                Relationships and Related Transactions, and Director
                Independence
            17Item
                14
            Principal
                Accountant Fees and Services
            18**PART
                IV**
            18Item
                15
            Exhibits,
                Financial Statement Schedules
            18SIGNATURES
            19




1




**PART
      I**





**Item
      1.**  **Business.**





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





***Forward-Looking
      Statements***





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





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





***Corporate
      Background***





We
      were
      incorporated in the State of Nevada on February 20, 2007 and are a development
      stage company. We have not generated any revenue to date, and our operations
      have been limited to organizational, start-up, and fund raising activities.





In
      April
      2007, we raised an aggregate of $35,000 from 39 investors in a private
      placement. These funds were used by us primarily in connection with the
      preparation of out Registration Statement relating to (i) the resale of
      3,500,000 shares of our common stock, par value $0.0001 per share which were
      issued and outstanding and offered and sold by the holders thereof, and (ii)
      the
      sale of up to 5,000,000 shares of common stock, par value $0.0001 per share,
      to
      be offered and sold by us. The 5,000,000 shares offered by the Company were
      offered and sold at a price of $0.05 per share on a "best efforts basis" by
      our
      directors and officers.





On
      August
      24, 2007, the Company concluded and terminated its public offering held in
      accordance with the Registration Statement on Form SB-2, which was declared
      effective by the Securities and Exchange Commission (the “SEC”) on August 20,
      2007. Although pursuant to the Registration Statement the offering could have
      remained open for as long as 180 business days after the date of the prospectus,
      the Company terminated the offering because it believed that additional funds
      would not have been raised pursuant to the offering. Prior to the conclusion
      of
      the offering, the Company had sold to 9 persons an aggregate of 900,000 shares
      of its common stock for a purchase price of $0.05 per share (amounting in the
      aggregate to $45,000.00). We incurred expenses of $25,000 in connection with
      this offering. The net proceeds of the offering are being used for working
      capital. No proceeds were received by the Company for the resales of our common
      stock by existing shareholders.





2




***Business
      Overview***





The
      Company is focused on becoming involved in the growing market for renewable
      and
      environmentally sustainable energy and intend to market and resell agricultural
      based bio-diesel fuels. Bio-diesel is fuel made from vegetable oils or animal
      fats which can be used in existing diesel engines, such as Ethanol. Our goal
      is
      to source various available agri-biodiesel fuel products from many producers
      internationally and offer renewable alternatives to petroleum based fuels in
      the
      United States.





***Our
      Business Strategy***





We
      are
      focused on the market for renewable and environmentally sustainable energy
      and
      intend on becoming involved in agricultural based biodiesel (agri-biodiesel)
      fuels. Our goal is to source various available agri-biodiesel fuel products
      from
      many producers internationally and offer renewable alternatives to petroleum
      based fuels in the United States.





Agri-biodiesel
      is defined as “being made from virgin oils derived from agricultural products
      and animal fats”. Agri-diesel is commonly made out of palm, soybeans, grapeseed,
      and yellow grease. Agri-biodiesel fuel offers many benefits over traditional
      petroleum based oil. One of the major benefits of agri-diesel fuel is that
      its’
use will reduce dependence on oil from unstable geopolitical regions.
      Additionally, as agri-diesel is non toxic, bio degradable, safe and easy to
      transport and store it will have a positive impact on the local and global
      environment. Agri-diesel can be blended with petroleum-based diesel in any
      ratio
      without the need for engine modifications. Accordingly, it is likely that
      agri-diesel will help to reduce engine wear.





Recent
      U.S. public policy has mandated an increase in use of biodiesel fuels as
      witnessed by the passing of the Energy Policy Act of 2005. This Act is designed
      to make biodiesel price competitive with petroleum diesel in the U.S. as quickly
      as possible. This is accomplished with an offering by the U.S. government of
      a
      $1.00 per gallon tax credit for agri-biodiesel fuel and other forms of biodiesel
      are eligible for a $0.50 per gallon tax credit. These tax credits are valid
      through December 31, 2008. The tax credit is eligible to blenders and
      distributors of biodiesel. The tax credit is independent of the tax status
      of
      the entity filing the claim and refunds are designed to be paid within 20 days
      of blending. Agri-diesel offers biotechnology benefits as well. By creating
      faster maturing and higher yielding plants that are optimized for local climates
      and pest resistance, the industry is maturing and should be able to increase
      production. This along with the steps taken by the U.S. government will aid
      greatly in weaning dependency on petroleum based fuels.





***Our
      Business Objectives***





Our
      objective is to purchase agri-diesel from foreign producers and ship the fuel
      to
      the United States. There, the Company will store the fuel and sell and ship
      to
      the entire continental United States. Ultimately the Company’s goal is to become
      an industry leader in the marketing and reselling of agri-biodiesel fuels in
      the
      United States.





***Product
      Development***





Our
      products are intended to be utilized as an alternative fuel or as an additive
      to
      traditional fuel for the entire U.S. population. Consequently it our goal to
      have our fuel be easy to obtain and competitively priced to our target market.
      For our goals to be realized, a comprehensive business plan must be established,
      a qualified management team must be retained, strong supplier relationships
      must
      be established, shipping contracts secured, storage facilities leased and
      delivery to end reseller procured. Additionally, a substantial marketing plan
      would have to be developed. As this would require considerable time and
      financial resources, we intend to approach these goals in an incremental
      fashion.





l
            Phase
                I - Over the course of the next twelve months we plan to focus our
                efforts
                on the development of a comprehensive business and marketing plan
                to
                assist us with a successful entry into the agri-biodiesel market
                place. We
                recognize that our current management and Board of Directors do not
                have
                sufficient business planning experience to create and execute an
                effective
                business plan. Accordingly, it is our intention to seek out a consulting
                firm(s) that specializes in this arena. Additionally, we will utilize
                this
                time period to actively seek out qualified individuals who can assume
                key
                management positions to assist the Company in attaining its’ stated goals.




3




l
            Phase
                II –





A) ***Establish
      Supplier Relationships -*** Bio-diesel
      fuels are produced in many different countries spanning the globe. These areas
      include Malaysia, Asia, South America and Europe. In order to be able to meet
      the voracious demands of the U.S. population, it will be imperative that we
      establish strong supplier relations from various regions of the world. This
      will
      allow us to meet demand as well as mitigate any minor supply issues that are
      sure to arise from time to time for any number of reasons including climate
      and/or political issues. Suppliers will be identified and selected based upon
      the quality of their product, volume capacity and ability to deliver the product
      in a timely fashion. As bio-diesel grows as an industry, we expect the need
      to
      constantly monitor new suppliers that will appear on the market to ensure our
      competitiveness in the industry.





B) ***Secure
      Distribution-*** Distribution
      of bio-diesel is complex due to the many challenges that the industry faces.
      Shipping the fuel to the U.S. is the first leg of the journey. Once the fuel
      is
      in the U.S. it must be stored at a facility until arrangements can be made
      to
      distribute the fuel to the reseller by rail, water or road. As fuel storage
      facilities are limited, it is imperative for us to obtain agreements with
      storage facilities in the various port cities that have fuel storage facilities.
      Once storage facilities are procured, distribution to the reseller by rail,
      water or road must be arranged. Each delivery method has challenging issues
      that
      must be anticipated. Rail challenges include a limited number of railcars and
      high incidence of service delays by the railways. Barge resources and increased
      security at U.S. ports are issued that must be navigated and due to the weight
      of the fuel, truck capacity is limited. Due to the limitations of each
      transportation mode, it is necessary to utilize all three to
      optimization.





l
            Phase
                III –***Marketing-***Once
                the agri-diesel has been obtained from the supplier and shipped to
                the
                U.S. it will be sold and delivered to two distinct groups, users
                and
                resellers of agri-diesel fuels. We will first attempt to form agreements
                with blue chip customers. These are generally customers that can
                guarantee
                a significant need for agri-diesel fuel. This would include various
                major
                cruise lines, maritime fueling companies and other large industry
                users of
                fuel. By obtaining these relationships we hope to build a solid base
                of
                loyal business clientele. In addition to business clientele, we hope
                to
                forge relationships with branded and unbranded fuel resellers. As
                agri-diesel can be blended with petroleum fuel on any level without
                engine
                modification, our aim is to provide the agri-fuel as a cost benefit
                to the
                resellers by allowing them to sell additional fuel at a cheaper cost.
                Establishing these relationships are vital to our
                success.





**Governmental
      Regulation**




Our
      business is subject to extensive and frequently changing federal, state and
      local laws and regulations relating to the protection of the environment. These
      laws, their underlying regulatory requirements and their enforcement, some
      of
      which are described below, impact, or may impact, our existing and proposed
      business operations by imposing:





-
            restrictions
                on our existing and proposed business operations and/or the need
                to
                install enhanced or additional controls;-
            the
                need to obtain and comply with permits and
                authorizations;-
            liability
                for exceeding applicable permit limits or legal requirements, in
                certain
                cases for the remediation of contaminated soil and groundwater at
                our
                facilities, contiguous and adjacent properties and other properties
                owned
                and/or operated by third parties; and-
            specifications
                for the ethanol we market and
                produce.




In
      addition, some of the governmental regulations to which we are subject are
      helpful to our ethanol marketing and production business. The ethanol fuel
      industry is greatly dependent upon tax policies and environmental regulations
      that favor the use of ethanol in motor fuel blends in North America. Some of
      the
      governmental regulations applicable to our ethanol marketing business are
      briefly described below.





4





***Federal*** **** ***Excise*** **** ***Tax*** **** ***Exemption***




Ethanol
      blends have been either wholly or partially exempt from the federal excise
      tax
      on gasoline since 1978. The exemption has ranged from $0.04 to $0.06 per gallon
      of gasoline during that 25-year period. The current federal excise tax on
      gasoline is $0.184 per gallon, and is paid at the terminal by refiners and
      marketers. If the fuel is blended with ethanol, the blender may claim a $0.51
      per gallon tax credit for each gallon of ethanol used in the mixture. The
      federal excise tax exemption was revised and its expiration date was extended
      for the sixth time since its inception as part of the American Jobs Creation
      Act
      of 2004. The new expiration date of the federal excise tax exemption is December
      31, 2010. We believe that it is highly likely that this tax incentive will
      be
      extended beyond 2010 if Congress deems it necessary for the continued growth
      and
      prosperity of the ethanol industry.




***Clean*** **** ***Air*** **** ***Act*** **** ***Amendments*** **** ***of*** **** ***1990***




In
      November 1990, a comprehensive amendment to the Clean Air Act of 1977
      established a series of requirements and restrictions for gasoline content
      designed to reduce air pollution in identified problem areas of the United
      States. The two principal components affecting motor fuel content are the
      oxygenated fuels program, which is administered by states under federal
      guidelines, and a federally supervised Reformulated Gasoline Program
      (“RFG”).




***Oxygenated
      Fuels Program***




Federal
      law requires the sale of oxygenated fuels in certain carbon monoxide
      non-attainment Metropolitan Statistical Area (“MSAs”) during at least four
      winter months, typically November through February. Any additional MSAs not
      in
      compliance for a period of two consecutive years in subsequent years may also
      be
      included in the program. The EPA Administrator is afforded flexibility in
      requiring a shorter or longer period of use depending upon available supplies
      of
      oxygenated fuels or the level of non-attainment. This law currently affects
      the
      Los Angeles area, where over 150 million gallons of ethanol are blended with
      gasoline each winter.




***Reformulated
      Gasoline Program***




The
      Clean
      Air Act Amendments of 1990 established special standards effective January
      1,
      1995 for the most polluted ozone non-attainment areas: Los Angeles Area,
      Baltimore, Chicago Area, Houston Area, Milwaukee Area, New York City Area,
      Hartford, Philadelphia Area and San Diego, with provisions to add other areas
      in
      the future if conditions warrant. At the outset of the RFG there were a total
      of
      96 MSAs not in compliance with clean air standards for ozone, which currently
      represents approximately 60% of the national market.




The
      RFG
      program also includes a provision that allows individual states to “opt into”
the federal program by request of the governor, to adopt standards promulgated
      by California that are stricter than federal standards, or to offer alternative
      programs designed to reduce ozone levels. Nearly all of the Northeast and middle
      Atlantic areas from Washington, D.C., to Boston not under the federal mandate
      have “opted into” the federal standards.




These
      state mandates in recent years have created a variety of gasoline grades to
      meet
      different regional environmental requirements. RFG accounts for about 30% of
      nationwide gasoline consumption. California refiners blend a minimum of 2.0%
      oxygen by weight. This is the equivalent of 5.7% ethanol in every gallon of
      gas,
      or roughly 1.0 billion gallons of ethanol per year in California
      alone.




***National*** **** ***Energy*** **** ***Legislation***




The
      Energy Policy Act of 2005 was signed into law by President Bush in August 2005.
      The Energy Policy Act of 2005 substituted the then existing oxygenation program
      in the RFG program with the Renewable Fuel Standard (“RFS”). The RFS sets a
      minimum amount of renewable fuels that must be used by fuel refiners. Beginning
      in 2006, the minimum amount of renewable fuels that must be used by fuel
      refiners is 4.0 billion gallons, which increases progressively to 7.5 billion
      gallons in 2012. While we believe that the overall national market for ethanol
      will grow, we also believe that the market for ethanol in certain geographic
      areas such as California could experience either increases or decreases in
      demand depending on the preferences of petroleum refiners and state policies.
      See “Risk Factors.”




5




***State
      Energy Legislation and Regulations***




State
      energy legislation and regulations may affect the demand for ethanol. California
      recently passed legislation regulating the total emissions of CO 2 from
      vehicles and other sources. In 2006, the State of Washington passed a statewide
      renewable fuel standard effective December 1, 2008. We believe other states
      may
      also enact their own renewable fuel standards.




On
      January 18, 2007, California’s Governor signed an executive order directing the
      California Air Resource Board, or CARB, to implement a Low Carbon Fuels Standard
      for transportation fuels. The Governor’s office estimates that the standard will
      have the effect of increasing current renewable fuels use in California by
      three
      to five times by the year 2020.




***Additional*** **** ***Environmental*** **** ***Regulations***




In
      addition to the governmental regulations applicable to the ethanol marketing
      and
      production industries described above, our business is subject to additional
      federal, state and local environmental regulations, including regulations
      established by the EPA, the California Air Quality Management District, the
      San
      Joaquin Valley Air Pollution Control District and the CARB. We cannot predict
      the manner or extent to which these regulations will harm or help our business
      or the ethanol production and marketing industry in general.





***Competition***





The
      bio-fuel industry is highly competitive. The products we plan to introduce
      will
      encounter strong competition from many other companies, including many with
      greater financial resources than ours.





As
      the
      bio-fuel market continues to expand, we expect there to be significant
      competition from companies similar to ours, as well as from larger and more
      established companies. Our competitors include:




1.
            Pacific
                Ethanol, Inc. - produces and markets renewable fuels in the western
                United
                States. It produces and sells ethanol, and provides transportation,
                storage, and delivery services through third-party service providers
                in
                the western United States, primarily in California, Nevada, Arizona,
                Washington, Oregon, and Colorado. The company’s co-products include wet
                distillers grain (WDG). It sells ethanol to gasoline refining and
                distribution companies, and WDG to dairy operators and animal feed
                distributors. Pacific Ethanol was founded in 2003 and is headquartered
                in
                Sacramento, California.




2.
            US
                BioEnergy Corporation - engages in the production and marketing of
                ethanol
                and distillers grains. It also provides facilities management and
                marketing services to third-party ethanol producers. The company
                sells
                ethanol to refining and marketing companies, and sells distillers
                grains
                to livestock operators in the United States. In addition, it has
                interests
                in Provista, an ethanol and biodiesel marketing joint venture. US
                BioEnergy was founded in 2004 and is headquartered in Brookings,
                South
                Dakota.





3.
            Allegro
                Biodiesel Corporation engages in the production of biodiesel fuel,
                as well
                as in the development of biodiesel facilities in the United States.
                It
                owns and operates a biodiesel production facility in Pollock, Louisiana,
                which uses renewable agricultural-based feedstock, primarily soybean
                oil,
                to produce biodiesel fuel. The company sells its biodiesel fuel to
                regional wholesale bulk fuel distributors. Allegro Biodiesel Corporation
                was founded in 1990 and is based in Los Angeles,
                California.





***Employees***





We
      have
      no full time employees at this time. All functions, including development,
      strategy, negotiations and clerical are currently being provided on a voluntary
      basis by our two officers.





6




**Item
      1A.**  **Risk
      Factors**





An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following factors and other information in this
      prospectus before deciding to invest in our company. If any of the following
      risks actually occur, our business, financial condition, results of operations
      and prospects for growth would likely suffer. As a result, you could lose all
      or
      part of your investment.





***Risks
      Factors Relating to Our Company***




**We
      are a development stage company with no operating history and may never be
      able
      to effectuate our business plan or achieve any revenues or profitability; at
      this stage of our business, even with our good faith efforts, potential
      investors have a high probability of losing their entire
      investment.**





We
      are
      subject to all of the risks inherent in the establishment of a new business
      enterprise. Watchtower, Inc. was established on February 20, 2007. Although
      we
      have begun initial investigations into the alternative energy sector,
      specifically with biodiesel, we may not be able to successfully effectuate
      our
      business. There can be no assurance that we will ever achieve any revenues
      or
      profitability. The revenue and income potential of our proposed business and
      operations is unproven, and the lack of operating history makes it difficult
      to
      evaluate the future prospects of our business. We have not generated any
      revenues to date. Accordingly, our prospects must be considered in light of
      the
      risks, expenses and difficulties frequently encountered in establishing a new
      business, and our Company is a highly speculative venture involving significant
      financial risk.





**We
      expect losses in the future because we have no revenue to offset
      losses.**





As
      we
      have no current revenue, we are expecting losses over the next 12 months because
      we do not yet have any revenues to offset the expenses associated with the
      development and implementation of our marketing plan. We cannot guarantee that
      we will ever be successful in generating revenues in the future. We recognize
      that if we are unable to generate revenues, we will not be able to earn profits
      or continue operations.





There
      is
      no history upon which to base any assumption as to the likelihood that we will
      prove successful, and we can provide investors with no assurance that we will
      generate any operating revenues or ever achieve profitable operations.





**We
      have a going concern opinion from our auditors, indicating the possibility
      that
      we may not be able to continue to operate.**





We
      have
      not yet established an ongoing source of revenues sufficient to cover our
      operating costs to allow us to continue as a going concern. Furthermore, we
      incurred a net loss of $15,202 from inception to December 31, 2007 and
      anticipate generating losses over the next 12 months. These factors raise
      substantial doubt that we will be able to continue operations as a going
      concern, and our independent auditors included an explanatory paragraph
      regarding this uncertainty in their report on our financial statements for
      the
      period February 20, 2007 (inception) to December 31, 2007. Our ability to
      continue as a going concern is dependent upon our generating cash flow
      sufficient to fund operations and reducing operating expenses. Our business
      strategy may not be successful in addressing these issues. If we cannot continue
      as a going concern, our stockholders may lose their entire investment in
      us.





**The
      biofuels industry in the United States is currently dependent upon tax policies
      and environmental regulations that favor the use of biofuels in motor fuel
      blends. A change in these government policies favorable to biodiesel may cause
      demand for biodiesel to decline, and thus negatively impact our prospects for
      achieving revenues or profitability.**




Growth
      and demand for biodiesel may be driven primarily by federal and state government
      policies, such as the federal excise tax credit (which expires December 31,
      2008) and the national renewable fuels standard. The continuation of these
      policies is uncertain, which means that demand for biodiesel may decline if
      these policies change or are discontinued. In addition, a significant long-term
      fall in the rate of excise or duties levied on petrodiesel would impact upon
      the
      competitiveness and viability of biodiesel. A decrease in the demand for biofuel
      that may result from such regulatory changes would negatively impact our
      prospects for achieving revenues or profitability. As a result, we may not
      be
      able to achieve revenues and profitability and you may lose your entire
      investment in us.




7




**As
      importers and distributors, we depend on others for sales of our products,
      which
      may place us at a competitive disadvantage and reduce profitability.**





We
      expect
      that our products will be supplied to us by third party suppliers. We have
      not
      entered into any agreements with such suppliers. Changes in our relationships
      with these suppliers, shortages, production delays, or work stoppages by the
      employees of such suppliers could have a material adverse effect on our ability
      to timely provide our products and secure sales. It is possible that
      notwithstanding the relationship between our suppliers and our Company, our
      suppliers may not be able to fulfill their obligations to us. Delays or
      technical problems with the product may cause our customers to cease ordering
      our products. If we cannot obtain an adequate supply of products, this could
      result in a decrease in our sales and earnings.





**We
      do not employ sales agents and will rely on third parties to sell and market
      our
      products, which may place us at a competitive
      disadvantage.**




We
      expect
      to hire third-party marketing firms to market some or all of the biodiesel
      we
      plan to sell. As a result, we expect to be dependent on any biodiesel broker
      that we engage. There is no assurance that we will be able to enter into
      contracts with any biodiesel broker on terms that are favorable to us. If the
      biodiesel broker breaches the contract or does not have the ability, for
      financial or other reasons, to market all of the biodiesel we procure, we may
      not have any readily available means to sell product. Our lack of a sales force
      and reliance on third parties to sell and market our products may place us
      at a
      competitive disadvantage. Our failure to sell our biodiesel products may result
      in less income from sales, reducing the prospects our revenue
      stream.





**Our
      lack of business diversification could have a negative impact on our financial
      performance if we do not generate revenue from our primary products or such
      revenues decrease.**




We
      expect
      that our business will consist of the sale of biodiesel fuels. We currently
      have
      no other lines of business or other sources of revenue. Our lack of business
      diversification could cause us to be unable to generate revenues by the sale
      of
      biodiesel since we do not have any other lines of business or alternative
      revenue sources.





**Since
      our officers work or consult for other companies, their other such activities
      could slow down our operations.**





Our
      officers and directors are not required to work exclusively for us and do not
      devote all of their time to our operations. Therefore, it is possible that
      a
      conflict of interest with regard to their time may arise based on their
      employment for other companies. Their other activities may prevent them from
      devoting full-time to our operations which could slow our operations and may
      reduce our financial results because of the slow down in operations. It is
      expected that each of our directors will devote between 5 and 30 hours per
      week
      to our operations on an ongoing basis, and will devote whole days and even
      multiple days at a stretch when required.





**As
      our two officers, Mr. Yisroel Guttfreund and Mr. Yechezkel Klohr, have no
      training or experience in the commercial reselling of bio-fuel products, we
      will
      have to hire qualified consultants. If we cannot locate qualified consultants,
      we may have to suspend or cease operations which will result in the loss of
      your
      investment.**





As
      neither of our executive officers have any training or experience in the
      commercial reselling of bio-fuel products, we will have to hire qualified
      consultants to perform the various necessary tasks. Additionally, due to their
      lack of experience, our executive officers may make wrong decisions and choices
      regarding the company’s marketing strategy and may not take into account
      standard managerial approaches which such companies commonly use. Consequently
      our operations, earnings and ultimate financial success could suffer irreparable
      harm due to management's lack of experience in this industry. As a result we
      may
      have to suspend or cease operations which will result in the loss of your
      investment.




8




**If
      we are unable to obtain additional funding, our business operations will be
      harmed. Even if we do obtain additional financing our then existing shareholders
      may suffer substantial dilution.**





We
      will
      require additional funds to operate our business, develop a marketing program
      and address all necessary infrastructure concerns. We anticipate that we will
      require a minimum of $100,000 to fund our continued operations over the next
      twelve months. While we raised gross proceeds of $45,000 through our public
      offering after the registration statement, we believe such amount is not enough
      to effectuate the Company’s business plan over the next twelve months.
      Accordingly, additional capital will be required to effectively support the
      operations and to otherwise implement our overall business strategy. The
      inability to raise the required capital will restrict our ability to grow and
      may reduce our ability to continue to conduct business operations. If we are
      unable to obtain necessary financing, we will likely be required to curtail
      our
      development plans which could cause the company to become dormant. Any
      additional equity financing may involve substantial dilution to our then
      existing shareholders.





**We
      may not be able to compete with current and potential bio-fuel resellers, some
      of whom have greater resources and experience than we do.**





The
      bio-fuel market is intensely competitive and subject to rapid change. We do
      not
      have the resources to compete with our existing competitors or with any new
      competitors. We compete with many alternative fuel companies which have
      significantly greater personnel, financial and managerial resources than we
      do.
      This competition from other companies with greater resources and reputations
      may
      result in our failure to maintain or expand our business.





**Our
      two principal stockholders, who are our officers and directors, own a
      controlling interest in our voting stock. Therefore investors will not have
      any
      voice in our management, which could result in decisions adverse to our general
      shareholders.**





Our
      officers and directors, in the aggregate, beneficially own approximately or
      have
      the right to vote 69% of our outstanding common stock. As a result, these
      stockholders, acting together, will have the ability to control substantially
      all matters submitted to our stockholders for approval including:





• 
      election of our board of directors;


• 
      removal of any of our directors;


• 
      amendment of our Articles of Incorporation or bylaws; and


• 
      adoption of measures that could delay or prevent a change in control or impede
      a
      merger, takeover or other business combination involving us.





As
      a
      result of their ownership and positions, our directors and executive officers
      collectively are able to influence all matters requiring shareholder approval,
      including the election of directors and approval of significant corporate
      transactions. In addition, the future prospect of sales of significant amounts
      of shares held by our directors and executive officers, could affect the market
      price of our common stock if the marketplace does not orderly adjust to the
      increase in shares in the market and the value of your investment in the company
      may decrease. Management's stock ownership may discourage a potential acquirer
      from making a tender offer or otherwise attempting to obtain control of us,
      which in turn could reduce our stock price or prevent our stockholders from
      realizing a premium over our stock price.




***Risks
      Related to the Biodiesel Industry***




**Our
      financial performance will be dependent on prices for soybean oil and other
      agri-biodiesel products which are subject to and determined by market forces
      outside our control. An increase in the prices for these input commodities
      will
      materially affect our ability to operate at a profit.**




Our
      results of operations and financial condition will be significantly affected
      by
      the cost and supply of soybean oil and other alternative feedstocks. We expect
      that the cost of acquiring soybean oil will be our single largest expense.
      The
      price of soybean oil or other feedstocks is influenced by weather conditions
      and
      other factors affecting crop yields, farmer planting decisions, the output
      and
      proximity of soybean crush facilities, and general economic, market and
      regulatory factors. These factors include government policies and subsidies
      with
      respect to agriculture and international trade, and global and local demand
      and
      supply. The significance and relative effect of these factors on the price
      of
      soybean oil is difficult to predict. Any event that tends to negatively affect
      the supply of soybean oil, such as adverse weather or crop disease, could
      increase soybean oil prices and potentially harm our business. In addition,
      we
      may also have difficulty, from time to time, in sourcing soybean oil on
      economical terms due to supply shortages. Such a shortage could require us
      to
      suspend operations until soybean oil is available at economical terms, which
      would have a material adverse effect on our business, results of operations
      and
      financial position. The price we pay for soybean oil from a facility could
      increase if an additional biodiesel production facility is built in the same
      general vicinity.




9




The
      availability and price of soybean oil will significantly influence our financial
      performance. We may purchase soybean oil in the cash market and hedge soybean
      oil price risk through futures contracts and options to reduce short-term
      exposure to price fluctuations. There is no assurance that our hedging
      activities will successfully reduce the risk caused by price fluctuation which
      may leave us vulnerable to high soybean oil prices. Hedging activities
      themselves can result in costs because price movements in soybean oil contracts
      are highly volatile and are influenced by many factors that are beyond our
      control.




**Declines
      in the prices of biodiesel will have a significant negative impact on our
      financial performance.**




Our
      revenues will be greatly affected by the price at which we can sell our
      biodiesel. These prices can be volatile as a result of a number of factors.
      These factors include the overall supply and demand, the price of diesel fuel,
      level of government support, and the availability and price of competing
      products. United States biodiesel prices generally parallel the movement of
      petroleum oil prices. Oil prices are difficult to forecast because the market
      reflects the global economy, which is subject to political upheaval, natural
      disasters, and a myriad of other factors. Even the slightest rumor of political
      instability can significantly affect the price of oil. Further,
      exchange rates play a key role in domestic oil pricing. Any lowering of diesel
      prices will likely also lead to lower prices for biodiesel, which may decrease
      our biodiesel sales and reduce revenues.




**As
      domestic biodiesel production comes to grow, biodiesel prices may decline which
      could significantly reduce sales.**




The
      number of biodiesel plants being developed and constructed in the United States
      is increasing at a rapid pace. The passage of the Energy Policy Act of 2005
      included a renewable fuels mandate that we expect will further increase the
      number of domestic biodiesel production facilities. If the demand for biodiesel
      does not grow at the same pace as increases in supply, we would expect the
      price
      for biodiesel to decline. Declining biodiesel prices will result in lower
      revenues and may reduce or eliminate profits.




***Risks
      Relating to Our Common Shares***





**We
      may, in the future, issue additional common shares, which would reduce
      investors’ percent of ownership and may dilute our share
      value.**





Our
      Articles of Incorporation authorize the issuance of 500,000,000 shares of common
      stock and 5,000,000 shares of preferred stock. The future issuance of common
      stock may result in substantial dilution in the percentage of our common stock
      held by our then existing shareholders. We may value any common stock issued
      in
      the future on an arbitrary basis. The issuance of common stock for future
      services or acquisitions or other corporate actions may have the effect of
      diluting the value of the shares held by our investors, and might have an
      adverse effect on any trading market for our common stock.




**Our
      common shares are subject to the "Penny Stock" Rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.**





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules
      require:




10




•  that
      a
      broker or dealer approve a person's account for transactions in penny stocks;
      and


•  the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be
      purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:





•  obtain
      financial information and investment experience objectives of the person;
      and


•  make
      a
      reasonable determination that the transactions in penny stocks are suitable
      for
      that person and the person has sufficient knowledge and experience in financial
      matters to be capable of evaluating the risks of transactions in penny
      stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form:





•  sets
      forth the basis on which the broker or dealer made the suitability
      determination; and


•  that
      the
      broker or dealer received a signed, written agreement from the investor prior
      to
      the transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our Common shares and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




**There
      is no current active trading market for our securities and if an active trading
      market does not develop, purchasers of our securities may have difficulty
      selling their shares.**





Our
      common stock has been eligible to be traded on the Over-The-Counter Bulletin
      Board since October 18, 2007 under the ticker symbol WTWR. There has been no
      active trading in the Company’s securities and an active trading market in our
      securities may not develop or, if developed, may not be sustained. If for any
      reason our common stock is delisted from the Over the Counter Bulletin Board,
      or
      an active public trading market does not otherwise develop, purchasers of the
      shares may have difficulty selling their common stock should they desire to
      do
      so.





**State
      securities laws may limit secondary trading, which may restrict the states
      in
      which and conditions under which you can sell the shares offered by this
      prospectus.**





Secondary
      trading in common stock sold in this offering will not be possible in any state
      until the common stock is qualified for sale under the applicable securities
      laws of the state or there is confirmation that an exemption, such as listing
      in
      certain recognized securities manuals, is available for secondary trading in
      the
      state. If we fail to register or qualify, or to obtain or verify an exemption
      for the secondary trading of, the common stock in any particular state, the
      common stock could not be offered or sold to, or purchased by, a resident of
      that state. In the event that a significant number of states refuse to permit
      secondary trading in our common stock, the liquidity for the common stock could
      be significantly impacted thus causing you to realize a loss on your
      investment.




**Because
      we do not intend to pay any cash dividends on our common stock, our stockholders
      will not be able to receive a return on their shares unless they sell
      them.**





We
      intend
      to retain any future earnings to finance the development and expansion of our
      business. We do not anticipate paying any cash dividends on our common stock
      in
      the foreseeable future. Unless we pay dividends, our stockholders will not
      be
      able to receive a return on their shares unless they sell them.




11




**We
      may issue shares of preferred stock in the future that may adversely impact
      your
      rights as holders of our common stock.**





Our
      Certificate of Incorporation authorizes us to issue up to 5,000,000 shares
      of
“blank check” preferred stock. Accordingly, our board of directors will have the
      authority to fix and determine the relative rights and preferences of preferred
      shares, as well as the authority to issue such shares, without further
      stockholder approval. As a result, our board of directors could authorize the
      issuance of a series of preferred stock that would grant to holders preferred
      rights to our assets upon liquidation, the right to receive dividends before
      dividends are declared to holders of our common stock, and the right to the
      redemption of such preferred shares, together with a premium, prior to the
      redemption of the common stock. To the extent that we do issue such additional
      shares of preferred stock, your rights as holders of common stock could be
      impaired thereby, including, without limitation, dilution of your ownership
      interests in us. In addition, shares of preferred stock could be issued with
      terms calculated to delay or prevent a change in control or make removal of
      management more difficult, which may not be in your interest as holders of
      common stock





**Item
      1B.**  **Unresolved
      Staff Comments**





Not
      applicable.





**Item
      2.**  **Properties**





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





**Item
      3.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.





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




During
      the period ending December 31, 2007, there has not been any matter which was
      submitted to a vote of the Company’s shareholders through the solicitation of
      proxies or otherwise.





**PART
      II**





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





**Market
      Information**





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





**Holders**





As
      of
      February 28, 2008, there were 12,400,000 common shares issued and outstanding,
      which were held by 41 stockholders of record.





**Dividends**





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




12




**Equity
      Compensation Plans**





We
      do not
      have any equity compensation plans.





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





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




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





On
      August
      24, 2007, the Company concluded and terminated its public offering held in
      accordance with the Registration Statement on Form SB-2, which was declared
      effective by the Securities and Exchange Commission on August 20, 2007. Although
      pursuant to the Registration Statement the offering could have remained open
      for
      as long as 180 business days after the date of the prospectus, the Company
      terminated the offering because it believed that additional funds would not
      have
      been raised pursuant to the offering. Prior to the conclusion of the offering,
      the Company had sold to 9 persons an aggregate of 900,000 shares of its common
      stock for a purchase price of $0.05 per share (amounting in the aggregate to
      $45,000.00). We incurred expenses of $25,000 in connection with this offering.
      The net proceeds of the offering are being used for working capital.





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




We
      have
      not repurchased any shares of our common stock during the fiscal year ended
      December 31, 2007.





**Item
      6.**  **Selected
      Financial Data.**





Not
      applicable.





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





Certain
      statements contained in this prospectus, including statements regarding the
      anticipated development and expansion of our business, our intent, belief or
      current expectations, primarily with respect to the future operating performance
      of Watchtower, Inc. And the services we expect to offer and other statements
      contained herein regarding matters that are not historical facts, are
“forward-looking” statements. Future filings with the Securities and Exchange
      Commission, future press releases and future oral or written statements made
      by
      us or with our approval, which are not statements of historical fact, may
      contain forward-looking statements, because such statements include risks and
      uncertainties, actual results may differ materially from those expressed or
      implied by such forward-looking statements.





All
      forward-looking statements speak only as of the date on which they are made.
      We
      undertake no obligation to update such statements to reflect events that occur
      or circumstances that exist after the date on which they are made.




13




***Plan
        of Operation***
 
 Over
        the
        course of the next twelve month period we plan to focus our efforts on the
        development of a comprehensive business and marketing plan to assist us with
        a
        successful entry into the agri-diesel market place. We recognize that our
        current management and Board of Directors do not have sufficient business
        planning experience to create and execute an effective business plan.
        Accordingly, it is our intention to seek out a consulting firm(s) that
        specializes in this arena. Additionally, we will utilize this time period
        to
        actively seek out qualified individuals who can assume key management positions
        to assist the company in attaining its’ stated goals.
 
 ***Liquidity
        and Capital Resources***
 
 Our
        balance sheet as of December 31, 2007 reflects cash assets in the amount
        of
        $40,973. Cash and cash equivalents from inception to date have been sufficient
        to provide the operating capital necessary to operate to date.
 
 We
        do not
        have sufficient resources to effectuate our business. We expect to incur
        a
        minimum of $100,000 in expenses during the next twelve months of operations.
        We
        estimate that this will be comprised mostly of professional fees including;
        $25,000 towards procurement of office facilities and equipment, $15,000 towards
        the procurement of marketing materials and website, $10,000 towards the planning
        of a comprehensive marketing campaign and $15,000 towards travel expenses.
        Additionally, $35,000 will be needed for general overhead expenses such as
        for
        salaries, corporate legal and accounting fees, office overhead and general
        working capital. Accordingly, we will have to raise the funds to pay for
        these
        expenses.
  We
        may
        have to issue debt or equity or enter into a strategic arrangement with a
        third
        party. There can be no assurance that additional capital will be available
        to
        us. We currently have no agreements, arrangements or understandings with
        any
        person to obtain funds through bank loans, lines of credit or any other
        sources.
  ***Going
        Concern Consideration***
 
 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 $15,202
        during the period of February 20, 2007 (inception) to December 31, 2007.
        These
        factors raise substantial doubt about the Company’s ability to continue as a
        going concern.
 
 The
        financial statements contained herein for the period ending December 31,
        2007,
        have been prepared on a “going concern” basis, which contemplates the
        realization of assets and the satisfaction of liabilities in the normal course
        of business. For the reasons discussed herein and in the footnotes to our
        financial statements included herein, there is a significant risk that we
        will
        be unable to continue as a going concern. Our audited financial statements
        included in this Annual Report for the period ending December 31, 2007, contain
        additional note disclosures describing the circumstances that lead to this
        disclosure by our independent auditors.
 
 ***Off-Balance
        Sheet Arrangements***
 
 We
        have
        no off-balance sheet arrangements.
 
 **Item
        7A.**  **Quantitative
        and Qualitative Disclosures About Market Risk.**
 
 Not
        applicable.
  14
  **Item
        8.**  **Financial
        Statements.**





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board
      of
      Directors and Stockholders


Watchtower,
      Inc.





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


February
      18, 2008


F-1





WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET


DECEMBER
      31, 2007





ASSETSCurrent
                Assets:Cash
            
            $
            40,973Total
                Current Assets
            
            
            40,973Total
                Assets
            
            $
            40,973LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                Liabilities:Accounts
                Payable
            
            $
            375Total
                Current Liabilities
            
            
            375Total
                Liabilities
            
            
            375Commitments
                and ContingenciesStockholders’
                Equity:Preferred
                Stock, $.0001 par value; 5,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -Common
                Stock, $.0001 par value; 500,000,000 shares authorized, 12,400,000
                shares
                issued and outstanding
            
            
            1,240Additional
                Paid-In Capital
            
            
            54,560Deficit
                Accumulated During the Development Stage
            
            
            (
                15,202
            )Total
                Stockholders’ Equity
            
            
            40,598Total
                Liabilities and Stockholders’ Equity
            
            $
            40,973





The
      accompanying notes are an integral part of these financial
      statements.


F-2




WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF OPERATIONS


FOR
      THE PERIOD FEBRUARY 20, 2007 (INCEPTION) TO DECEMBER 31, 2007





Net
                Revenues
            
            $
            -Costs
                and Expenses:Start
                Up Costs
            
            
            1,103Professional
                Fees
            
            
            7,625Other
                General and Administrative Expenses
            
            
            6,474Total
                Costs and Expenses
            
            
            15,202Net
                Loss
            
            $
            (
                15,202
            )Basic
                and Diluted Loss Per Share
            
            $
            (
                .00
            )Weighted
                Average Common Shares Outstanding
            
            
            11,323,567





The
      accompanying notes are an integral part of these financial
      statements.




F-3




WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF STOCKHOLDERS’ EQUITY


FOR
      THE PERIOD FEBRUARY 20, 2007 (INCEPTION) TO DECEMBER 31, 2007





Additional
            
            Deficit
                AccumulatedCommon
                Stock
            
            Paid-In
            
            During
                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 Investors, at $.01 Per Share, April 10,
                2007
            
            
            3,500,000
            
            
            350
            
            
            34,650
            
            
            -
            
            
            35,000Common
                Stock Issued Pursuant to Public Offering at $.05 Per Share, August
                24,
                2007
            
            
            900,000
            
            
            90
            
            
            44,910
            
            
            -
            
            
            45,000Expenses
                of Public Offering
            
            
            -
            
            
            -
            
            
            (25,000
            )
            
            -
            
            
            (
                25,000
            )Net
                Loss for the Period
            
            
            -
            
            
            -
            
            
            -
            
            
            (15,202
            )
            
            (
                15,202
            )Balance,
                December 31, 2007
            
            
            12,400,000
            
            $
            1,240
            
            $
            54,560
            
            $
            (
                15,202
            )
            $
            40,598





The
      accompanying notes are an integral part of these financial
      statements.





F-4





WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF CASH FLOWS


FOR
      THE PERIOD FEBRUARY 20, 2007 (INCEPTION) TO DECEMBER 31, 2007





Cash
                Flows from Operating
                Activities:Net
                Loss
            
            $
            (
                15,202
            )Adjustments
                to Reconcile Net Loss to Net Cash Used in Operating
                Activities:Changes
                in Assets and Liabilities:Increase
                in Accounts Payable
            
            
            375Net
                Cash Used in Operating Activities
            
            
            (
                14,827
            )Cash
                Flows from Investing Activities:
            
            
            -Cash
                Flows from Financing Activities:Proceeds
                from Sale of Common Stock
            
            
            80,800Expense
                of Public Offering
            
            
            (
                25,000
            )Net
                Cash Provided by Financing Activities
            
            
            55,800Increase
                in Cash
            
            
            40,973Cash –
                Beginning of Period
            
            
            -Cash –
                End of Period
            
            $
            40,973Supplemental
                Disclosures of Cash Flow Information:Interest
                Paid
            
            $
            -Income
                Taxes Paid
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements.





F-5


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 selected December 31 as its fiscal year.





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 intends to market and resell
      agricultural based bio-diesel fuels. 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 period ended 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 period
      ended
      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 and accounts payable approximates fair value because
      of
      the immediate or short-term maturity of these financial
      instruments.





Research
      and Development





Research
      and development costs will be charged to expense as incurred. The Company did
      not incur any research and development costs during the period ended December
      31, 2007.





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 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 $15,202
      for
      the period February 20, 2007 (inception) to December 31, 2007. 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.





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 -
            Common
                Stock





In
      February 2007 the Company issued 8,000,000 shares of common stock for $800
      to
      the Founders of the Company.





In
      April
      2007 the Company sold 3,500,000 shares of common stock for $35,000 to private
      investors.





In
      August
      2007 the Company sold 900,000 shares of common stock in a public offering for
      gross proceeds of $45,000. Expenses of the public offering amounted to
      $25,000





NOTE 4 -
            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.




F-8


WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO FINANCIAL STATEMENTS





NOTE 5 -
            Income
                Taxes





At
      December 31, 2007, the Company had available net-operating loss carryforwards
      for Federal tax purposes of approximately $15,000, which may be applied against
      future taxable income, if any, through 2027. Certain significant changes in
      ownership of the Company may restrict the future utilization of these tax loss
      carryforwards.





At
      December 31, 2007, the Company had a deferred tax asset of approximately $6,000
      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 $6,000 for the period February 20, 2007 to December
      31, 2007.


F-9




**Item
        9.**  **Changes
        in and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 
 None.
  **Item
        9A(T).**  **Controls
        and Procedures.**
  This
        annual report does not include a report of management's assessment regarding
        internal control over financial reporting or an attestation report of the
        company's registered public accounting firm due to a transition period
        established by rules of the Securities and Exchange Commission for newly
        public
        companies.
  **Item
        9B.**  **Other
        Information.**
 
 None.
 
 **PART
        III**
 
 **Item
        10.** **Directors,
        Executive Officers and Corporate Governance.**
 
 ***Directors
        and Executive Officers***
 
 The
        following table sets forth certain information regarding the members of our
        board of directors and our executive officers:
  Name
              
              Age
              
              Positions
                  and Offices HeldYisroel
                  Guttfreund
                c/o
                  Watchtower, Inc
                410
                  Park Ave., 15thFloor,
                New
                  York, NY 10022
              
              29
              
              Director,
                  Chairman, President and Chief
                Executive
                  OfficerYechezkel
                  Klohr
                c/o
                  Watchtower, Inc.
                410
                  Park Avenue, 15thFloor,
                New
                  York, NY 10022
              
              28
              
              Director,
                  Secretary
  Mr.
        Yisroel Guttfreund has been our Chairman, President and CEO since we were
        established. Mr. Guttfreund currently owns and operates his own consulting
        firm
        and has been doing so since the spring of 2002. His area of expertise is
        assisting start-up companies market their products and services to the general
        public. Prior to starting his own consulting business in Jerusalem, Israel,
        Yisroel worked as an advertising account representative for a local weekly
        advertising magazine called The Jerusalem Weekly during the period of 1998
        through the winter of 2002. During the years of 1995 through 1998 Yisroel
        received a JD degree from Yeshiva Tifferet Moshe in Bnei Brak,
        Israel.
  Mr.
        Yechezkel Klohr has been our Secretary since we were established. Mr. Klohr
        is
        currently a freelance technical writer translating product information from
        English to Hebrew for various importers in Jerusalem, Israel. Yechzkel has
        operated in this capacity since the summer of 2003. For two years prior to
        this
        vocation, Yechezkel served as an advanced tutor for young adults to assist
        them
        in improving their skills in the English language. Additionally, Yechezkel
        is
        attending Hebrew University and anticipates graduating with a Bachelor s
        degree
        in Economics in the spring of 2008.
 
 There
        are
        no familial relationships among any of our directors or officers. None of
        our
        directors or officers is a director in any other U.S. reporting companies.
        None
        of our directors or officers has been affiliated with any company that has
        filed
        for bankruptcy within the last five years. The Company is not aware of any
        proceedings to which any of the Company’s officers or directors, or any
        associate of any such officer or director, is a party adverse to the Company
        or
        any of the Company’s subsidiaries or has a material interest adverse to it or
        any of its subsidiaries.
 
 Each
        director of the Company serves for a term of one year or until the successor
        is
        elected at the Company's annual shareholders' meeting and is qualified, subject
        to removal by the Company's shareholders. Each officer serves, at the pleasure
        of the board of directors, for a term of one year and until the successor
        is
        elected at the annual meeting of the board of directors and is qualified.
  15
  ***Section
        16(a) Beneficial Ownership Reporting Compliance***
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires officers and directors
        of
        the Company and persons who own more than ten percent of a registered class
        of
        the Company's equity securities to file reports of ownership and changes
        in
        their ownership with the Securities and Exchange Commission, and forward
        copies
        of such filings to the Company. We believe, based solely on our review of
        the
        copies of such forms, that during the fiscal year ended December 31, 2007,
        all
        reporting persons complied with all applicable Section 16(a) filing
        requirements.
 
 ***Auditors***
  Wolinetz,
        Lafazan & Company, P.C., an independent registered public accounting firm,
        is our auditor.
  We
        do not
        currently have a Code of Ethics applicable to our principal executive, financial
        and accounting officers. We do not have a “financial expert” on the board or an
        audit committee or nominating committee.
  ***Potential
        Conflicts of Interest***
  Since
        we
        do not have an audit or compensation committee comprised of independent
        directors, the functions that would have been performed by such committees
        are
        performed by our directors. The Board of Directors has not established an
        audit
        committee and does not have an audit committee financial expert, nor has
        the
        Board established a nominating committee. The Board is of the opinion that
        such
        committees are not necessary since the Company has only two directors, and
        to
        date, such directors have been performing the functions of such committees.
        Thus, there is a potential conflict of interest in that our directors and
        officers have the authority to determine issues concerning management
        compensation, nominations, and audit issues that may affect management
        decisions. We are not aware of any other conflicts of interest with any of
        our
        executive officers or directors.
  ***Involvement
        in Certain Legal Proceedings***
 
 There
        are
        no legal proceedings that have occurred within the past five years concerning
        our directors, or control persons which involved a criminal conviction, a
        criminal proceeding, an administrative or civil proceeding limiting one's
        participation in the securities or banking industries, or a finding of
        securities or commodities law violations.
 
 **Item
        11.** **Executive
        Compensation.**
 
 ***Summary
        Compensation***
 
 Since
        our
        incorporation on February 20, 2007 we have not paid any compensation to our
        directors or officers in consideration for their services rendered to our
        Company in their capacity as such. We have no employment agreements with
        any of
        our directors or executive officers. We have no pension, health, annuity,
        bonus,
        insurance, stock options, profit sharing or similar benefit plans.
 
 Since
        our
        incorporation on February 20, 2007, no stock options or stock appreciation
        rights were granted to any of our directors or executive officers. We have
        no
        equity incentive plans.
  ***Outstanding
        Equity Awards***
 
 Since
        our
        incorporation on February 20, 2007, none of our directors or executive officers
        has held unexercised options, stock that had not vested, or equity incentive
        plan awards.
 
 ***Compensation
        of Directors***
 
 Since
        our
        incorporation on February 20, 2007, no compensation has been paid to any
        of our
        directors in consideration for their services rendered in their capacity
        as
        directors.
  16
 
 **Item
        12.**  **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters.**
 
 The
        following table lists, as of February 28, 2008, the number of shares of common
        stock of our Company that are beneficially owned by (i) each person or entity
        known to our Company to be the beneficial owner of more than 5% of the
        outstanding common stock; (ii) each officer and director of our Company;
        and
        (iii) all officers and directors as a group. Information relating to beneficial
        ownership of common stock by our principal shareholders and management is
        based
        upon information furnished by each person using “beneficial ownership” concepts
        under the rules of the Securities and Exchange Commission. Under these rules,
        a
        person is deemed to be a beneficial owner of a security if that person has
        or
        shares voting power, which includes the power to vote or direct the voting
        of
        the security, or investment power, which includes the power to vote or direct
        the voting of the security. The person is also deemed to be a beneficial
        owner
        of any security of which that person has a right to acquire beneficial ownership
        within 60 days. Under the Securities and Exchange Commission rules, more
        than
        one person may be deemed to be a beneficial owner of the same securities,
        and a
        person may be deemed to be a beneficial owner of securities as to which he
        or
        she may not have any pecuniary beneficial interest. Except as noted below,
        each
        person has sole voting and investment power.
 
 The
        percentages below are calculated based on 12,400,000 shares of our common
        stock
        issued and outstanding as of February 28, 2008. We do not have any outstanding
        options, warrants or other securities exercisable for or convertible into
        shares
        of our common stock. Unless otherwise indicated, the address of each person
        listed is c/o Watchtower, Inc., 410 Park Avenue, 15 th Floor,
        New York NY 10022.
 
 Name
                  of Beneficial Owner
              
              **Number of**
                **Shares**
                **of Common**
                **Stock**
                Beneficially
                Owned
              
              **Percent of**
                **Common Stock**
                **Beneficially**
                **Owned**Yisroel
                  Guttfreund
              
              
              7,500,000
              
              
              60.5
              %Yechezkel
                  Klohr
              
              
              500,000
              
              
              4
              %All
                  directors and executive officers as a group (two persons)
              
              
              8,000,000
              
              
              64.5
              %
 
 **Item
        13.**  **Certain
        Relationships and Related Transactions, and Director
        Independence.**
  On
        February 20, 2007, we issued 7,500,000 shares of our common stock to Yisroel
        Guttfreund, our President, Chief Executive Officer, Chairman, and Director.
        The
        shares were issued in consideration for the payment of a purchase price equal
        to
        the par value of the shares, $0.0001 per share, which amounted in the aggregate
        to $750. This transaction was conducted in reliance upon an exemption from
        registration provided under Section 4(2) of the Securities Act of 1933, as
        amended.
  On
        February 20, 2007, we issued 500,000 shares of our common stock to Yechezkel
        Klohr, our Secretary and Director. The shares were issued in consideration
        for
        the payment of a purchase price equal to the par value of the shares, $0.0001
        per share, which amounted in the aggregate to $50. This transaction was
        conducted in reliance upon an exemption from registration provided under
        Section
        4(2) of the Securities Act of 1933, as amended.
  ***Director
        Independence***
 
 We
        are
        not subject to listing requirements of any national securities exchange or
        national securities association and, as a result, we are not at this time
        required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition
        of
“independent” as promulgated by the rules and regulations of the American Stock
        Exchange.
  17
  **Item
        14.**  **Principal
        Accounting Fees and Services.**
 
 Our
        principal independent accountant is Wolinetz, Lafazan & Company, P.C. Their
        pre-approved fees billed to the Company are set forth below:
 
 Fiscal Year Ended
              
              Fiscal Year EndedDecember 31, 2007
              
              December 31, 2006Audit
                  Fees
              
              $
              23,000
              
              $
              0Audit
                  Related Fees
              
              $
              0
              
              $
              0Tax
                  Fees
              
              $
              0
              
              $
              0All
                  Other Fees
              
              $
              0
              
              $
              0
 
 As
        of
        December 31, 2007, the Company did not have a formal documented pre-approval
        policy for the fees of the principal accountant. The Company does not have
        an audit committee. The percentage of hours expended on the principal
        accountant's engagement to audit our financial statements for the most recent
        fiscal year that were attributed to work performed by persons other than
        the
        principal accountant's full-time, permanent employees was 0%.
 
 **PART
        IV**
 
 **Item
        15.**  **Exhibits.
        Financial Statement Schedules.**
 Exhibit
                
                DescriptionThe
                    financial statements3.1
                
                Certificate
                    of Incorporation of Registrant (annexed to the Registration Statement
                    on
                    Form SB-2 filed with the Securities and Exchange Commission on
                    July 27,
                    2007 and incorporated herein by reference)3.2
                
                By-Laws
                    of Registrant (annexed to the Registration Statement on Form
                    SB-2 filed
                    with the Securities and Exchange Commission on July 27, 2007
                    and
                    incorporated herein by reference)10.1
                
                Form
                    of Regulation S Subscription Agreement (annexed to the Registration
                    Statement on Form SB-2 filed with the Securities and Exchange
                    Commission
                    on July 27, 2007 and incorporated herein by reference)10.2
                
                Form
                    of Investment Confirmation for the offering (annexed to the Current
                    Report
                    on Form 8-K filed with the Securities and Exchange Commission
                    on August
                    29, 2007 and incorporated herein by reference)31.1
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act (filed
                    herewith)32.1
                
                Certification
                    of Principal Executive Officer and Principal Financial Officer
                    pursuant to
                    Section 906 of the Sarbanes-Oxley (filed
                    herewith)
  18
  **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:
        February 28, 2008
  WATCHTOWER,
                  INC.By:
              /s/
                  Yisroel GuttfreundName:
              Yisroel
                  GuttfreundTitle:
              President
                  and Chief Executive Officer,Chairman,
                  and Director(Principal
                  Executive, Financial and Accounting
                  Officer)
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  Date:
        February 28, 2008
 
 By:
              /s/
                  Yisroel GuttfreundName:
              Yisroel
                  GuttfreundTitle:
              President
                  and Chief Executive Officer,Chairman,
                  and Director(Principal
                  Executive, Financial and Accounting
                  Officer)
 
 Date:
        February 28, 2008
  By:
              /s/ Yechezkel
                  KlohrName:
              Yechezkel
                  KlohrTitle:
              Secretary
                  and Director
  19