UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For
the fiscal year ended December 31, 2007




OR





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





For
the transition period from ______ to ______





Commission
File No. 333-145134





WiTel
Corp.


(Exact
Name of Registrant as Specified in its Charter)





Nevada
              (State
      or other jurisdiction of
              incorporation
      or organization)
              
              1800
      Century Park East, Suite 600, Los Angeles, California
              (Address
      of Principal Executive Offices)
            20-8734462
              (I.R.S.
      Employer
              Identification
      No.)
              
              90067
              (Zip
      Code)





Registrant's
Telephone Number, including area code: (403) 998-1677




Securities
Registered Pursuant to Section 12(b) of the Act: None




Securities
Registered Pursuant to Section 12(g) of the Act:




Common
Stock, Par Value $0.001 per Share


(Title of
each class)





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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes x  No o





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





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





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





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





The
aggregate market value of the 3,200,000 shares of registrant's voting stock held
by non-affiliates of the registrant as of March 31, 2008 (the last day of the
registrant’s most recently completed first fiscal quarter) was approximately
$1,056,000 based on the price of the last sale of the registrant's common stock
in a private placement or $0.33 per share.





The
number of shares outstanding of the registrant's sole class of common stock, par
value $0.001 per share, as of April 14, 2008,the latest practicable
date, was 6,250,000.





DOCUMENTS
INCORPORATED BY REFERENCE: None.











WITEL
CORP.





FORM
10-K ANNUAL REPORT





FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007





TABLE
OF CONTENTS





PART
      I
              3ITEM
      1.     BUSINESS
              3ITEM
      1A. RISK FACTORS
              6ITEM
      1B.  UNRESOLVED STAFF COMMENTS
              13ITEM
      2.     PROPERTIES.
              13ITEM
      3.     LEGAL PROCEEDINGS.
              13ITEM
      4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS.
              13PART
      II
              13ITEM
      5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES.
              13ITEM
      6.    SELECTED FINANCIAL DATA.
              15ITEM
      7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATION.
              15ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
              19ITEM
      8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
              19ITEM
      9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE
              19ITEM
      9A. CONTROLS AND PROCEDURES (ITEM 9A(T))
              19ITEM
      9B.  OTHER INFORMATION
              20PART
      III
              20ITEM
      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
              20ITEM
      11.  EXECUTIVE COMPENSATION
              23ITEM
      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
              25ITEM
      13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE.
              26ITEM
      14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
              26PART
      IV
              26ITEM
      15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
              26SIGNATURES
              29CERTIFICATION
      PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF
    2002CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF
      THE SARBANES-OXLEY ACT OF 2002


i


Special
Note Regarding Forward-Looking Statements





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





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


·
            capital
      budget and future capital
requirements;


·
            meeting
      future capital needs;


·
            realization
      of any deferred tax assets;


·
            the
      level of future expenditures;


·
            impact
      of recent accounting
pronouncements;


·
            the
      outcome of regulatory and litigation matters;
  and


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


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


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


·
            future
      product development and manufacturing
costs;


·
            changes
      in our incentive plans;


·
            timely
      development and acceptance of new
products;


·
            the
      markets of our domestic and international
  operations;


·
            the
      impact of competitive products and
pricing;


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


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





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





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




ii


PART
I





ITEM
1.  BUSINESS





Organization
within the Last Five Years





We were
incorporated on February 20, 2007 under the laws of the State of
Nevada.  On that date, James Renton was appointed as our sole
director.  Mr. Renton was also appointed as President, Secretary,
Treasurer and Chief Executive Officer.  On May 15, 2007, we appointed
Mr. Neubauer and Mr. Bauer as officers and directors and they accepted their
appointments.





Description
of Business





We are a
development stage company incorporated on February 20, 2007 in the State of
Nevada that intends to sell wireless phones, accessories, and applicable
services that utilizes wireless internet (”wi-fi”) to deliver calls to its
subscribers wherever they are in the world. We will obtain these products and
services from independent third party providers. We intend to supply customized
versions (products, operating system, and service plans) to retail
customers.





To date,
our operations have been limited to researching our e-commerce systems, products
and services. We have not yet implemented our business model or developed our
website. To date, we have generated no revenues from our
operations.





Our goals
are twofold; first, to establish the Company as a leading provider of low
priced, wireless phones in the mobile VOIP industry and second, to pursue
mutually beneficial strategic alliances with third party manufacturers and
suppliers.





We plan
to offer low cost wireless phone services, phones and accessories, via the
internet, to retail customers worldwide by utilizing “wi-fi.”





Market
Opportunity





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





Of this
market, we are targeting the mobile VOIP telecommunications segment. This
segment is believed to grow to 100 million by 2011 according to ON World
Inc.





The
recent growth of the “wi-fi” industries has stimulated demand for a low cost
provider of wireless VOIP products and services enabling a customer to call
anywhere in the world utilizing “wi-fi.” We intend to enter this market with
custom products and services provided by independent third party
providers.





Description
of Our Products and Services





To begin
our operations, we will offer one model of wireless phone (The WiTel Jetter).
The Jetter is an IEEE 802.11b/g compliant IP phone with standard SIP v2
(RFC3261) support. Through the revolutionary design, the Jetter uses only one
single chip to power the voice engine and codec, and it only requires low power
consumption so users can talk longer without recharging the phone. The Jetter
also provides users with rich phone features such as call transfer/hold/
forward, caller ID, dial from call history and store phone book/local contact,
and e-mail. With the easy-to-use graphical user interface, the Jetter can enable
call features with just a push of the button.





Customers
will be able to choose from a variety of calling plans that best suit their
needs. Examples include unlimited world 36 (36 countries) calling for $19.99 or
pay as you go calling for $9.99 per month.





Supply
Chain Management





We do not
yet have an agreement with a third party inventory warehouse to store and ship
our inventory. We anticipate entering into an agreement with a third party
inventory warehouse to store and ship our inventory. We anticipate that when a
customer places an order via the internet, an employee will manually approve the
credit card sale to mitigate the risk of fraud. Upon approval of the customer’s
credit and our acceptance of the customer, we will send the order to the third
party inventory warehouse, which is responsible for the storage and shipping of
our products. We are currently negotiating with two third party warehouses but
have yet to enter into an agreement with one of them.




3




Service
plans for our customers will be stored within a control panel via our VOIP
provider as well as an internal database. We will facilitate our monthly billing
through our merchant account (Authorize.net). We plan to outsoruce a 24 hour
help desk to India or China. Once established,, we will provide training and
documentation to operate it. We are evaluating a number of different partners
for this service. The third party phone provider offers a one year warranty. We
will ship a new phone to any customer that has a defect and we will work
directly with the third party to replace the damaged product for future
use.





Competition





We face
strong competition from incumbent telephone companies, cable companies,
alternative voice communication providers and wireless companies. Because most
of our target customers are already purchasing communications services from one
or more of these providers, our success is dependent upon our ability to attract
these customers away from their existing providers. This will become more
difficult as the early adopter market becomes saturated and mainstream customers
make up more of our target market. We believe that the principal competitive
factors affecting our ability to attract and retain customers are price, call
quality, reliability, customer service, and enhanced services and features. In
addition there are many soft phone developers which compete with us for market
share, including SJ Labs Inc., Microsoft Corp, Broadsoft, Inc, Counterpath,
Skype and Vonage, all of which have greater resources, experience, market
penetration and brand recognition than we do.


The
wireless industry is large and intensely competitive. We compete with other
companies that manufacture and market retail wireless phone, accessories and
offer wireless services, including T-Mobile and many others. Many of our
competitors in this market have longer operating histories, greater name
recognition and financial resources than us.





In
addition, consumers can purchase wireless phones and service in a wide variety
of distribution channels. While we believe that many consumers appreciate the
convenience of ordering products from the internet, the buying habits of many
consumers accustomed to purchasing products through traditional retail channels
are difficult to change.





Competitive
Advantages





We expect
to enjoy an advantage over traditional wireless providers with cheaper service
plans especially with respect to long distance calling. We offer free features
such as WiTel to WitTel customer calling, free incoming calls, free caller ID,
free voicemail (listen from your phone, through e-mail, or the website’s control
panel) and more.





We also
plan to differentiate ourselves from the competition by allowing someone to
purchase a phone number in a country they currently do not reside. For example,
someone recently moving from England to the USA can purchase an England phone
number allowing their family and friends back home to call a local number and
therefore eliminate long distance expenses. Secondly, a user can make outgoing
calls for the same outgoing rates anywhere in the world where there is wi-fi
available, there are no roaming charges. We feel this makes the product and
service attractive to someone who travels a great deal or someone who is looking
for an inexpensive way to communicate while on an extended vacation. Customers
that have wi-fi in their homes can use our service as their home phone with the
added benefit of taking it with them wherever they go.





Lastly,
we believe that our competitive strengths will include the ease of use of our
planned products and the quality of our systems.





Marketing





Rapid
market exposure is critical to drive broad acceptance of the phones and
services. We intend to initiate this rapid exposure by a comprehensive marketing
plan via internet and International Direct Sales Programs. We will maintain a
fully operational website. We will utilize the website as a direct marketing
tool to increase product awareness and generate sales of the product. We are
currently budgeting $250,000 for Search Marketing (Google advertising, etc.). In
addition, we will participate in industry trade shows, trade magazine
advertising, and cold call various organizations.





Trademarks
and Patents





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





·
            “WiTel”


·
            “The
      World is Your Network”




4




Staffing





As of
December 31, 2007, we had no permanent staff other than our officers and
directors, Messrs. Renton, Neubauer and Bauer. Messrs. Renton, Neubauer and
Bauer are employed elsewhere and have the flexibility to work on our business up
to 10 hours per week and are prepared to devote more time, as may be
required.





Employees
and Employment Agreements





At
present, we have no employees other than our current officers and directors, Mr.
Renton, Mr. Neubauer and Mr. Bauer, who have not been compensated for their
work.  There are no employment agreements in existence.  We
presently do not have, pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt plans in the
future.  There are presently no personal benefits available to our
officer and directors. We will reimburse them for reasonable out-of-pocket
expenses incurred by them on our behalf. These individuals are not obligated to
devote any specific number of hours to our matters and intend to devote only as
much time as they deem necessary to our affairs. We do not intend to have any
full time employees at the present time.





Executive
Offices





Our
principal executive offices are located at 1800 Century Park East, Suite 600,
Los Angeles, California 90067, and our telephone number at that address is (403)
998-1677. Our internet address is www.witel.com;
however, the information on our website does not constitute part of this Annual
Report on Form 10-K and is not incorporated herein unless otherwise indicated in
this report. You may obtain, free of charge, our annual, quarterly and current
reports, and any amendments thereto on the Securities and Exchange Commission’s
website at www.sec.gov.





Industry
Overview





Mobile
VoIP is the application of Voice over IP technology to mobile
handsets.





There are
several methodologies by which a mobile handset can be integrated into a VoIP
network. Our area of focus is the implementation that turns the mobile device
into a standard SIP client, which then uses a data network to send and receive
SIP messaging, and to send and receive RTP for the voice path. This allows
anyone with a SIP mobile VOIP phone to make and receive calls wherever there is
wireless internet access (wi-fi).





Research
and Development





We spent
$2,000 on research and development in 2007. We continually seek to identify,
test and evaluate innovative and effective products to include as potential
products to introduce to customers once we have begun our marketing. We believe
that our ability to introduce new products increases our product visibility and
competitiveness in the marketplace.





We derive
new product ideas from a number of sources, including trade publications,
management, and independent consultants. We do not maintain our own quality
assurance/quality control staff, but rely upon independent research, consultants
and others for research, development and manufacturing. When we identify a new
product concept for potential inclusion as a product we may want to introduce to
the market, we communicate our product specification to our suppliers so they
can include those specifications in the products we may want to introduce to the
market.





In 2007,
we began testing various new products, some of which may be designed for us to
introduce to the market.





Product
Warranties and Returns





Our
product warranties and policy regarding returns of products are similar to those
of other companies in our industry. Any consumer, who is not satisfied with any
of our products, may return it within 90 days of their purchase. We will refund
the purchase price to the consumer.





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





Government
Regulation





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




5




Reports
to Security Holders





The
Company’s annual report contains audited financial statements. We are not
required to deliver an annual report to security holders and will not
automatically deliver a copy of the annual report to our security holders unless
a request is made for such delivery. We file all of our required reports and
other information with the Securities and Exchange Commission (the
“Commission”). The public may read and copy any materials that are filed by the
Company with the Commission at the Commission’s Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The statements and forms filed by us with the Commission have
also been filed electronically and are available for viewing or copy on the
Commission maintained Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Commission. The Internet address for this site can be found at http://www.sec.gov.





ITEM
1A.  RISK FACTORS





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





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





Cautionary
Statement Regarding Forward-Looking Statements





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





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





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





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





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





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





o
            additions
      or departures of key personnel;





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





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





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




6




o
            technological
      innovations;





o
            the
      outcome of legal and regulatory
proceedings;





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





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





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





RISKS
RELATED TO OUR FINANCIAL CONDITION





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





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





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





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





We
anticipate increases in its operating expenses, without realizing any revenues
from our products and services. Within the next 12 months, these increases in
expenses will be attributed to the cost of (i) developing and modifying our
packaging and distributing our products and services, (ii) initiating our sales
and marketing capabilities (iii) hiring staff and (iv) other general corporate
and working capital purposes.





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





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





Our cash
balance, as of December 31, 2007, is $13,936. We anticipate that our monthly
ongoing expenses over the next twelve months to be $60,000. We will require
additional financing in order to maintain our corporate existence and status as
a reporting issuer and implement our business plan and strategy. We intend to
raise additional capital through private placements once we either gain a
listing on a recognized exchange or our common stock is quoted on the Over the
Counter Bulletin Board.





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





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




7




RISKS
RELATED TO OUR STOCK





There
is no public market for our stock.





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





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





We cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTC).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in our stock. Despite our
best efforts, we may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We are pursuing a
listing on the OTCBB but there can be no assurance that such listing will be
obtained.





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





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





RISKS
RELATED TO INVESTING IN US





As
Our Officers and Directors Have Other Outside Business Activities, They May Not
Be In A Position To Devote A Majority Of Their Time To The Company, Which May
Result In Periodic Interruptions Or Business Failure.





Messrs.
Renton, Neubauer and Bauer, our officers and directors, have other outside
business activities and currently devote approximately 10 hours per week to our
operations. Our operations may be sporadic and occur at times, which are not
convenient to Messrs. Renton, Neubauer and Bauer, which may result in periodic
interruptions or suspensions of our business plan. If the demands of our
business require the full business time of our officers and directors, they are
prepared to adjust their timetable to devote more time to our business. However,
they may not be able to devote sufficient time to the management of our
business, which may result in periodic interruptions in implementing our plans
in a timely manner. Such delays could have a significant negative effect on the
success of the business.





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





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




8




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





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





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





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





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





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





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





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





We
do not pay cash dividends





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





RISKS
RELATED TO OUR MARKET AND STRATEGY





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





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





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




9




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





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





Our
Ability to Implement Our Business Strategy





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





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





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





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





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





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





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





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





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




10




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





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





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





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





RISKS
RELATED TO INVESTING IN OUR INDUSTRY





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





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





·
            inconsistent
      quality or speed of service;





·
            traffic
      congestion on the Internet;





·
            potentially
      inadequate development of the necessary
  infrastructure;





·
            lack
      of acceptable security
technologies;





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





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





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





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





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




11




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





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





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





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





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





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





General
Competition





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





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





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




12




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





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





Other
Technological Factors





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





ITEM
1B.  UNRESOLVED STAFF COMMENTS





Not
applicable.





ITEM
2.  PROPERTIES.





Currently,
our headquarters is located at 1800 Century Park East, Suite 600, Los Angeles,
California 90067. We sublease office space directly from one of our shareholders
for no cost. This sublease is month-to-month.





We
believe that the above-described properties will provide sufficient space to
meet our currently planned future needs and that comparable space is readily
available to meet any unforeseen circumstances.





ITEM
3.  LEGAL PROCEEDINGS.





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





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





No
matters were submitted to a vote of the security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2007.





PART
II





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





Price
Range of Common Stock





There has
been no public trading market for the common stock.  Our common stock
is presently not traded on any market or securities exchange.  None of
the common stock is subject to outstanding options or warrants to purchase, or
securities convertible into common stock.




13




Capital
Stock





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





Common
Stock





As of
April 14, 2008, there were 25 shareholders of record holding a total of
6,250,000 shares of fully paid and non-assessable common stock of the 75,000,000
shares of common stock, par value $0.001, authorized. The holders of the common
stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Holders of the common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.





Our
initial shareholders, who acquired their shares for services rendered, have
executed a lockup agreement, dated July 1, 2007, which restricts them from
selling any of their shares for a period of one year.





Preferred
Stock





None.





Warrants





None.





Stock
Options





None.





Transfer
Agent and Registrar





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





Purchases
of Equity Securities made by the Issuer and Affiliated Purchasers





None.





Recent
Sales of Unregistered Securities





We are
authorized to issue up to 75,000,000 shares of common stock with a par value of
$0.001.  As of February 28, 2007, we issued 3,750,000 common shares at
a price of $0.001 per share to our initial shareholders for $3,750 for services
rendered.  In addition, on May 1, 2007, we issued 2,250,000 common
shares, at a price of $0.02 per share, for total consideration of $48,600 to
eighteen (18) individual accredited investors, all of whom reside in the United
States. On October 1, 2007, we issued 100,000 shares, at a price of $0.50 per
share, for total consideration of $50,000 to an institutional investor based in
London, England. On March 4, 2008, we issued 150,000 shares, at a price of $0.33
per share, for total consideration of $50,000 to an institutional investor based
in London, England.





No
underwriting discounts or commissions were paid with respect to such sales. The
recipients in such transactions acquired the securities for investment only and
not with a view to or for sale in connection with any distribution
thereof.





We are
not listed for trading on any securities exchange in the United States and there
has been no active market in the United States or elsewhere for the common
shares.





During
the past year, we have sold the following securities, which were not registered
under the Securities Act of 1933, as amended:





February
28, 2007





We issued
3,750,000 common shares to our founders for services rendered valued at $3,750,
or $0.001 per share.




14




May
1, 2007





We issued
2,250,000 common shares to eighteen (18) individual investors for cash proceeds
of $48,600, or $0.02 per share.





August
1, 2007





We issued
100,000 common shares to an institutional investor for cash proceeds of $50,000
or $0.50 per share.





March
4, 2008





We issued
150,000 common shares to an institutional investor for cash proceeds of $50,000
or $0.33 per share.





The
transactions above involved investments by accredited investors, as defined by
Regulation D of the Securities Act of 1933, as amended, and did not involve a
general solicitation. We effected the above transactions pursuant to Section
4(2) of the Securities Act of 1933, as amended.





Dividend
Policy





We have
not paid any dividends on our common stock to date and do not intend to pay
dividends in the foreseeable future. The payment of dividends in the future will
be contingent upon our revenues and earnings, if any, capital requirements and
general financial condition. The payment of any dividends in the future will be
within the discretion of our then board of directors. It is the present
intention of our board of directors to retain all earnings, if any, for use in
our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.





ITEM
6.  SELECTED FINANCIAL DATA.





Not
required.





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


AND
RESULTS OF OPERATION.





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





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





Discussion
and Analysis





During
the year ended December 31, 2007, the Company’s operations were limited to
satisfying continuous public disclosure requirements and seeking to identify
prospective business opportunities.


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





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





Results
of Operations





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




15




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





Net
Losses





For the
period from February 20, 1997 to December 31, 2007, the Company has recorded a
cumulative net loss of $65,414. The Company’s operating losses are attributable
to general and administrative expenses. The general and administrative expenses
include accounting expenses, professional fees, consulting fees and costs
associated with the preparation of disclosure documentation.





We expect
to continue to operate at a loss through fiscal 2008 and there can be no
assurance that we will ever generate revenues from operations.


Income
Tax Expense (Benefit)




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





Impact
of Inflation





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





Capital
Expenditures





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





Capital
Resources and Liquidity





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





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





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





Cash
flows used in investing activities was $8,933 for the period from inception to
December 31, 2007.





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





The
Company had no formal long term lines or credit or other bank financing
arrangements as of December 31, 2007.





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





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





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




16




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





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





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





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





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





Going
Concern





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





Our
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Our financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern. Our continuation as a going
concern is dependent upon our ability to generate sufficient cash flows to meet
our obligations on a timely basis.





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





Off-Balance
Sheet Arrangements





None.





Critical
Accounting Policies





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




17




-
Revenue Recognition





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





-
Inventory





We value
our inventory at the lower of the actual cost to purchase the inventory or the
current estimated market value of the inventory. We regularly review inventory
quantities on hand and record a provision for excess and obsolete inventory
based primarily on our estimated forecast of product demand and production
requirements for the future. During the last quarter of 2007 we determined that
a certain portion of our inventory is excess or obsolete, and accordingly, we
expensed its carrying value in the amount of $5,000.





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





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





-
Contingencies





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





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS 160, “Noncontrolling interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. This Statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement is effective for fiscal
years beginning on or after December 15, 2008. Early adoption is not permitted.
Management is currently evaluating the effects of this statement, but it is not
expected to have any impact on the Company’s financial statements.





In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
an entity to irrevocably elect fair value as the initial and subsequent
measurement attribute for certain financial assets and financial liabilities,
with changes in fair value recognized in earnings as they occur. SFAS 159 also
requires an entity to report those financial assets and financial liabilities
measured at fair value in a manner that separates those reported fair values
from the carrying amounts of assets and liabilities measured using another
measurement attribute on the face of the statement of financial position.
Lastly, SFAS 159 requires an entity to provide information that would allow
users to understand the effect on earnings of changes in the fair value on those
instruments selected for the fair value election. SFAS 159 is effective for
fiscal years beginning after November 15, 2007 with early adoption permitted.
The Company is continuing to evaluate SFAS 159 and to assess the impact on our
results of operations and financial condition if an election is made to adopt
the standard.




18




In
September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157,
"FAIR VALUE MEASURES"
("SFAS No. 157"). This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.





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





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





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





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





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





None.





ITEM
9A.  CONTROLS AND PROCEDURES (ITEM 9A(T))





Management's
Annual Report on Internal Control over Financial Reporting





The
Company’s management, including our chief executive officer and chief financial
officer, is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed by, or under the supervision of, our chief executive and
chief financial officer and implemented by our board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements. Because of their inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on our evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007.




19




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Commission that permit us to
provide only the management’s report in this Form 10-K.





Changes
in Internal Controls over Financial Reporting





During
the period ended December 31, 2007, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





(a)           Under
the supervision and with the participation of our management, including our
chief executive officer and chief accounting officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as such term is defined under Rule 15(e) promulgated under the
Securities Exchange Act of 1934, as amended, within the 90 day period prior to
the filing date of this report. Based on this evaluation, our chief executive
officer and chief accounting officer concluded that our disclosure controls and
procedures were effective as of that date.





(b)           There
have been no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the fourth fiscal quarter of 2007 that
has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.





ITEM
9B.  OTHER INFORMATION





None.


PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Directors
and Executive Officers





Our
directors and executive officers are as follows:





Name
            Age
            Year
      Elected/
              Appointed
            PositionJames
      E. Renton
            29
            2007
            Chairman,
      President, Chief Executive Officer and Chief Accounting
      OfficerJohn
      S. Neubauer (1)
            65
            2007
            Director,
      Chief Operating Officer, Treasurer and SecretaryRaymond
      T. Bauer (1)
            55
            2007
            Director,
      Vice President of Sales & Marketing




(1)    Member
of the Audit Committee.




Mr.
James E. Renton, Chairman, President, Chief Executive Officer and Chief
Accounting Officer





Mr.
Renton is our Chairman, President, Chief Executive Officer and Chief Accounting
Officer and has served in that capacity since our inception on February 20,
2007. From February 2006 to the present, Mr. Renton has served in a number of
capacities for Nexen Marketing, Inc., a Canadian oil and gas company. From
November 2002 to February 2006, Mr. Renton was a Treasury Analyst for Nexen,
Inc. and from May 2000 to November 2002, Mr. Renton was a Planning Analyst for
Nexen Canada, Ltd. In 2000, Mr. Renton graduated from the University of Calgary
with a Bachelor’s degree in Commerce; and in 2007, he graduated from the
University of Calgary with a Master’s in Business Administration.




20




John
S. Neubauer, Director, Chief Operating Officer, Treasurer &
Secretary





Mr.
Neubauer is our Chief Operating Officer, Director and Secretary and has served
in that capacity since May 15, 2007. From 1996 to the present, Mr. Neubauer has
been the President of J.S. Neubauer & Associates, Inc., a consulting firm
providing marketing advice to public and private companies such as Body Wise,
LLC and its founder, William T. Farley, Re-Vita Manufacturing Company, Inc., a
multinational production and distribution company, Health Enhancement Products,
Inc. and Perfect Source. Mr. Neubauer has also served as Chief Operating Officer
for LifeBurst WorldWide, Nutrition for Life International, LLC. From 1998 to
2000, Mr. Neubauer served as Cell Tech International’s Chief Operating
Officer.  From 1993 to 1997, Mr. Neubauer was a Senior Vice President
of Starlight International, Inc., a diet product distributor in the Network
Marketing industry.  Prior to founding J.S. Neubauer & Associates,
Mr. Neubauer was a consultant at the national accounting firm of Deloitte &
Touche, LLP (formerly Deloitte, Haskins & Sells) for eight years and served
as Chief Operating Officer of Herbalife International, Inc. for two
years.  Mr. Neubauer has an MBA from Pepperdine University, a Diploma
from the University of Madrid, Madrid, Spain, and a BA from Ripon College,
Ripon, Wisconsin.  Mr. Neubauer will be Chief Operating Officer of the
Company.





Mr.
Raymond T. Bauer, Director and Vice President, Sales &
Marketing





Mr.
Raymond Bauer is our Vice President of Sales & Marketing and a Director and
has served in that capacity since May 15, 2007. From May 2006 to the present,
Mr. Bauer is the President of Absolute Basics, Inc., a premier authorized agent
of AT&T and operates 5 retail stores in Southern California. From April 2005
to April 2006, Mr. Bauer was the Vice President of Sales & Marketing for GSM
Wireless, Inc., a premier authorized agent of Cingular Wireless with
responsibility for 132 retail locations in nine markets including Seattle, San
Francisco, Sacramento, Los Angeles, San Diego, Las Vegas, Salt Lake City,
Phoenix and Tucson. Mr. Bauer’s responsibilities included all sales and
marketing functions for all of GSM’s locations and he was responsible for over
700 employees. From 2002 to 2004, Mr. Bauer was Vice President of Sales and
Marketing for Mobile Systems Wireless, Inc., a $66 million in revenues premier
authorized agent for Cingular Wireless operating retail stores in 5 markets
including Seattle, San Francisco, Sacramento, Los Angeles and San Diego, and
oversaw 71 kiosks and 505 employees. Prior to Mobile Systems, Mr. Bauer held
Vice President of Sales positions with SkyTel Communications, and CellStar,
Southwestern Bell Mobile Systems (subsequently Cingular and now
AT&T).





Composition
of the Board





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





Board
Committees





Audit
Committee





Our audit
committee consists of Messrs. Neubauer and Bauer. The audit committee reviews
the professional services and independence of our independent registered public
accounting firm and our accounts, procedures and internal controls. The audit
committee will also select the firm that will serve as our independent
registered public accounting firm, review and approve the scope of the annual
audit, review and evaluate with the independent public accounting firm our
annual audit and annual consolidated financial statements, review with
management the status of internal accounting controls, evaluate problem areas
having a potential financial impact on us that may be brought to the committee’s
attention by management, the independent registered public accounting firm or
the board of directors and evaluate all of our public financial reporting
documents. Our board of directors has adopted an audit committee charter, a form
of which is filed as Exhibit 99.1 to this Annual Report on Form
10-K.





Each of
the members of the audit committee is “financially literate” as defined under
the American Stock Exchange listing standards. The American Stock Exchange
listings standards define “financially literate” as being able to read and
understand fundamental financial statements, including a company’s balance
sheet, income statement and cash flow statement.





Audit
Committee Financial Expert





Our board
of directors has determined that at least one person serving on the audit
committee is an "audit committee financial expert" as defined under Item 401(h)
of Regulation S-K. John S. Neubauer satisfies the "audit committee financial
expert" criteria established by the SEC and is independent as defined under Item
7(d)(3)(iv) of Schedule 14A of the Exchange Act.




21




Director
Independence





The
Company is not quoted on the OTC Bulletin Board inter-dealer quotation system,
which does not have director independence requirements or on any other exchange.
However, for purposes of determining director independence, we have applied the
definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states
that a director is not considered to be independent if he or she is also an
executive officer or employee of the corporation. Accordingly, we have two
independent directors.





Compensation
Committee and Nominating Committee





We do not
maintain a compensation committee or a nominating committee.





Conflicts
of Interest





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





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





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





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





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





·the
corporation could financially undertake the opportunity;





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





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





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





Involvement
in Certain Legal Proceedings





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





Section
16(a) Beneficial Ownership Reporting Compliance





Not
applicable.




22




Code
of Conduct and Ethics





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





ITEM
11.  EXECUTIVE COMPENSATION





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





SUMMARY
COMPENSATION TABLE




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


_______________________


23





The
following table summarizes the number of shares and the terms of stock options
we granted to the named executive officers in our 2007 fiscal year.





OPTIONS/SARS
GRANTS DURING YEAR ENDED DECEMBER 31, 2007





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





The
following table sets forth information concerning the number and value of
unexercised options held by each of the named executive officers as of December
31, 2007. None of the named executive officers exercised options in
2007.





AGGREGATE
YEAR END OPTION VALUES


(DECEMBER
31, 2007)





Number
      of Securities
              Underlying
      Unexercised
              Options
      at 12/31/07
            Value
      of Unexercised
              In-the-Money
      Options at
              12/31/07
      ($)(1)Name
            Shares
              Acquired
      on
              Exercise
      (#)
            Value
              Realized
            Unexercisable
            Exercisable
            Unexercisable
            ExercisableJames
      E. Renton
            0
            0
            0
            0
            0
            0John
      S. Neubauer
            0
            0
            0
            0
            0
            0Raymond
      T. Bauer
            0
            0
            0
            0
            0
            0





(1)
            Represents
      the difference between the aggregate market value at December 31, 2007, as
      applicable, of our common stock (based on a last sale price of $0.33 and
      $0.33 on each such date, respectively) and the options’ aggregrate
      exercise price.





Compensation
Committee Interlocks and Insider Participation





John S.
Neubauer, director and Raymond T. Bauer, director, serve on the Compensation
Committee in 2008.




24




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




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





Title
      of Class
            Name
      and Address of Beneficial Owner(1)
            Amount
      and Nature
              of
      Beneficial Owner
            Percent
      of
              ClassCommon
      Stock
            James
      Renton(1)
              176
      Sierra Vista Circle SW Calgary,
              Alberta
      Canada T3H 3A4
            1,550,000
            25.83%Common
      Stock
            John
      S. Neubauer
              538
      San Lucas Drive
              Solana
      Beach, CA 92075
            150,000
            2.50%Common
      Stock
            Raymond
      T. Bauer
              415
      Zezere Drive
              Oceanside,
      CA 92057
            100,000
            1.67%Common
      Stock
            Joshua
      Hershkovitz
              Jabotinsky
      7
              Acre,
      Israel
            1,250,000
            20.83%Common
      Stock
            InterCap
      Partners Incorporated
              1800
      Century Park East
              Sixth
      Floor
              Los
      Angeles, CA 90067
            500,000
            8.33%All
      Officers and Directors as a Group (3 persons)
            1,800,000
            30.00%





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





Our
officers and directors will continue to own the majority of our common stock
after the offering, regardless of the number of shares sold.  Since
they will continue to control us after the offering, investors in this offering
will be unable to change the course of our operations.  Thus, the
shares we are offering lack the value normally attributable to voting rights.
This could result in a reduction in value of the shares you own because of their
ineffective voting power.





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


25


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





We
sublease office space directly from one of our shareholders at no cost to us.
This sublease is on a month-to-month basis.





ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES





The following table sets forth fees for services
Moore & Associated, Chartered provided during fiscal year
2007:





2007Audit
      Fees(1)
            
            $
            3,000Audit-related
      fees(2)
            
            
            -Tax
      fees(3)
            
            
            -All
      other fees(4)
            
            
            -Total
            
            $
            3,000


________________





(1)
            
            Represents
      fees for professional services provided in connection with the audit of
      our annual financial statements and review of our quarterly financial
      statements.(2)
            
            During
      2007, we did not incur fees for assurance services related to the audit of
      our financial statements and for services in connection with audits of our
      benefit plans, which services would be reported in this
      category.(3)
            
            During
      2007, we did not incur fees for services and advice provided in connection
      with preparation of our federal and state tax returns.(4)
            
            During
      2007, we did not incur any other fees related to other services
      provided.





Our Audit
Committee has determined that the provision of non-audit services by Moore &
Associates, Chartered is compatible with maintaining Moore & Associates,
Chartered’s independence.





Generally,
the Audit Committee approves in advance audit and non-audit services to be
provided by Moore & Associates, Chartered. In other cases, in accordance
with Rule 2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the
Audit Committee has delegated pre-approval authority to the Chairman of the
Audit Committee for matters which arise or otherwise require approval between
regularly scheduled meetings of the Audit Committee, provided that the Chairman
report such approvals to the Audit Committee at the next regularly scheduled
meeting of the Audit Committee.





PART
IV





ITEM
15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES




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




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





(a)(3)       Exhibits:




26




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





EXHIBIT
      NO.
            DOCUMENT
      DESCRIPTION3.1
            Articles
      of Incorporation of WiTel Corp.3.2
            Bylaws
      of WiTel Corp.4.1
            Lockup
      Agreement dated July 1, 20075.1
            Opinion
      of Hateley & Hampton, APC regarding the legality of the securities
      being registered.14.1
            Code
      of Ethics23.1
            Consent
      of Moore & Associates, Chartered.23.2
            Consent
      of Donald P. Hateley of Hateley & Hampton, APC (See Exhibit
      5.1)





(b)
DESCRIPTION OF EXHIBITS





EXHIBIT
3.1





Articles
of Incorporation of WiTel Corp., dated February 20, 2007.**





EXHIBIT
3.2





Bylaws of
WiTel Corp., approved and adopted on February 28, 2007.**





EXHIBIT
4





Lockup
Agreement dated July 1, 2007.**





EXHIBIT
5.1





Opinion
of Donald P. Hateley, Attorney at Law, the Law Offices of Hateley & Hampton,
A Professional Corporation, 1800 Century Park East, Sixth Floor, Los Angeles, CA
90067-1501, dated August 1, 2007, regarding the legality of the securities being
registered.**





EXHIBIT
14.1





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





EXHIBIT
23.1





Consent
of Moore & Associates, Chartered, 2675 S. Jones Blvd., Suite 109; Las Vegas,
NV 89146 dated July 26, 2007, regarding the use in this registration statement
of their report of the auditors and financial statements of WiTel Corp. for the
period ending May 31, 2007.**





EXHIBIT
23.2





Consent
of Donald P. Hateley, Attorney at Law, the Law Offices of Hateley & Hampton,
A Professional Corporation, 1800 Century Park East, Sixth Floor, Los Angeles, CA
90067-1501, dated August 1, 2007, regarding the use in this registration
statement of its opinion regarding the legality of the securities being
registered. (See Exhibit 5.1)**





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




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




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









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




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




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




(99)
            Additional
      Exhibits




(b)
            Reports
      on Form 8-K.
            None.





*           
 Filed herewith.


**           Incorporated
by reference to previous filings of the Company.





28




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on April 14, 2008.






WiTel
      Corp.
              
              By: /s/ James E.
      Renton
                James E. Renton, Chief Executive
      Officer





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





Signature
            Title
            DateBy:/s/
      James E.
      Renton
              James
      E. Renton
            Chairman,
      President and Chief Executive Officer
              (principal
      executive officer and principal accounting officer)
            April
      14, 2008By: /s/
      John S.
      Neubauer
              John
      S. Neubauer
            Director,
      Chief Operating Officer, Treasurer and Secretary
            April
      14, 2008By: /s/
      Raymond T.
      Bauer
              Raymond
      T. Bauer
            Director,
      Vice President of Sales and Marketing
            April
      14, 2008


29


WITEL
CORP.


(A
DEVELOPMENT STAGE COMPANY)





FINANCIAL
STATEMENTS





DECEMBER
31, 2007




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1FINANCIAL
      STATEMENTSBALANCE
      SHEET
              F-2STATEMENTS
      OF OPERATIONS
              F-3STATEMENT
      OF SHAREHOLDERS’ EQUITY
              F-4STATEMENTS
      OF CASH FLOWS
              F-5NOTES
      TO FINANCIAL STATEMENTS
              F-6







MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED








REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


WiTel
Corp


(A
Development Stage Company)








We have
audited the accompanying balance sheet of WiTel Corp (A Development Stage
Company) as of December 31, 2007, and the related statements of operations,
stockholders’ equity and cash flows from inception on February 20, 2007 through
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 audits.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WiTel Corp (A Development Stage
Company) as of December 31, 2007, and the related statements of operations,
stockholders’ equity and cash flows from inception on February 20, 2007 through
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred losses since inception totaling
$54,481, which raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates Chartered


Las
Vegas, Nevada


March 28,
2008





2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501




F-1




WITEL
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 BALANCE
SHEET


December
      31,2007AssetsCurrent
      assetsCash
            
            $
            13,936
            
            
            $Inventories (Note
    2)
            
            
            23,000Total
      current assets
            
            
            36,936Total
      assets
            
            $
            36,936
            
            
            $Liabilities
      and Shareholders’ EquityCurrent
      liabilitiesAccounts payable
            
            
            -Related party payable (Note
      5)
            
            
            -Total
      current liabilities
            
            
            -Total
      liabilities
            
            
            -Stockholders’
      equityCommon stock - $.001 par value;
      75,000,000 shares authorized, 6,100,000 shares issued and outstanding
      (Note 4)
            
            
            6,100Additional paid-in
      capital
            
            
            96,250Deficit accumulated during the
      development stage
            
            
            (65,414
            )Total
      stockholders’ equity
            
            
            36,936Total
      liabilities and stockholders’ equity
            
            $
            36,936
            
            
            $





See
accompanying notes to financial statements.




F-2




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


Cumulative
      from inception
              February
      20, 2007 to
              December
      31, 2007REVENUES
            
            
            17,500EXPENSESGeneral
      and administrative
            
            $
            35,731Research
      and Development
            
            
            2,000Website
      development costs
            
            
            8,933Professional
      fees
            
            
            32,500Stock
      based compensation
            
            
            3,750Provision
      for Income Taxes
            
            
            -Net
      loss
            
            $
            (65,414
            )Basic
      and diluted loss per common share
            
            $
            (0.01
            )Weighted
      average number of common shares outstanding used to calculate basic and
      diluted loss per share
            
            
            4,890,959




See
accompanying notes to financial statements.




F-3




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


Additional
            
            
            RetainedCommon
      Stock
            
            
            Paid-In
            
            
            Earnings
            
            
            Shareholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            (Accumulated
      Deficit)
            
            
            EquityBalance at
      inception(February 20, 2007)
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            -Founders
      shares, issued for services rendered on February 28, 2007 at $0.001 per
      share
            
            
            3,750,000
            
            
            
            3,750
            
            
            $
            -
            
            
            
            (3,750
            )
            
            
            -Common
      stock subscribed (2,250,000) on May 1, 2007 at $0.02 per
    share
            
            
            2,250,000
            
            
            
            2,250
            
            
            
            46,350
            
            
            
            -
            
            
            
            48,600Common
      stock subscribed (100,000) on October 1, 2007 at $0.50 per
      share
            
            
            100,000
            
            
            
            100
            
            
            
            49,900
            
            
            
            
            
            
            
            50,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (61,664
            )
            
            
            (61,664
            )Balances,December 31,
      2007
            
            
            6,100,000
            
            
            $
            6,100
            
            
            $
            96,250
            
            
            $
            (65,414
            )
            
            
            36,936





See accompanying notes to financial statements




F-4




WITEL
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 STATEMENT
OF CASH FLOWS




Cumulative
      results of
              Operations
      from inception
              February
      20, 2007 to
              December
      31, 2007Operating
      activitiesNet loss
            
            $
            (56,481
            )Adjustments to reconcile net loss
      to cash
              provided by (used for)
      operating activities:Depreciation and
      amortization
            
            
            -Stock based
      compensation
            
            
            3,750Changes in assets and
      liabilities:Inventories
            
            
            (23,000
            )Accounts payable
            
            
            -Loan from
    stockholder
            
            
            -Net
      cash provided (used) by operating activities
            
            
            (75,731)Investing
      activitiesWebsite
development
            
            
            (9,000
            )Accumulated amortization,
      website
            
            
            67Net
      cash provided by (used for) investing activities
            
            
            (8,933
            )Financing
      activitiesCapital stock
            
            
            6,100Stock based
      compensation
            
            
            (3,750
            )Paid-in capital
            
            
            96,250Net
      cash used for financing activities
            
            
            98,600Net
      increase (decrease) in cash and cash equivalents
            
            
            13,936Cash and cash
      equivalents, beginning of year
            
            
            -Cash and cash
      equivalents, end of year
            
            $
            13,936Supplemental
      disclosure of cash flow informationCash paid during the year for
      Interest
            
            $
            -Income
      taxes
            
            
            -




See
accompanying notes to financial statements.


F-5




NOTE
1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION





WiTel
Corp. (the "Company") is in the initial development stage and has incurred
losses since inception totaling $56,481. The Company was incorporated on
February 20, 2007 in the State of Nevada. The fiscal year end of the Company is
December 31. The Company intends to sell wireless phones that utilizes wireless
internet (WiFi) to deliver calls to its subscribers wherever they are in the
world.





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





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES








BASIS
OF PRESENTATION





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





USE
OF ESTIMATES AND ASSUMPTIONS





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





INVENTORIES





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





INCOME
TAXES





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





NET
LOSS PER SHARE





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




F-6




FOREIGN
CURRENCY TRANSLATION





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





STOCK-BASED
COMPENSATION





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





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





RESEARCH
AND DEVELOPMENT





Research
and development costs are expensed as incurred.





RECENT
ACCOUNTING PRONOUNCEMENTS





In
September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157,
"FAIR VALUE MEASURES"
("SFAS No. 157"). This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.





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





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




F-7




NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS








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





NOTE
4 - CAPITAL STOCK





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





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





PRIVATE
PLACEMENTS





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





NOTE
5 - RELATED PARTY TRANSACTIONS








The
Company previously recorded $17,500as an advance from a shareholder for funds
provided to it while it was seeking capital. The Company has since written-off
the amount of the advance. As of December 31, 2007, there was $0 due to a
shareholder for funds advanced to the Company to pay for costs incurred by it
while it was seeking additional capital. These funds had been interest free and
the Company has included the amount forgiven as income.





NOTE
6 - INCOME TAXES





As of
December 31, 2007, the Company had net operating loss carry forwards of
approximately $56,481 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and, accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carry forwards.





NOTE
7 – SUBSEQUENT EVENTS








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






F-8