U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2005  Commission File No. 000-31367  BYTEWATCH TECHNOLOGIES, INC. (Exact name of small business issuer as specified in its charter)  New Jersey
        22-3720631(State or other jurisdiction of incorporation
        (I.R.S. Employer Identification No.)Or organization)  624 S. Grand Avenue, Suite 1800, Los Angeles, CA 90017 (Address of Principal Executive Offices)  (213) 488-1233 ext#711 (Issuers telephone number)  9175 Mainwaring Rd., Sidney, BC V8L 1J9 (Former name, address and fiscal year, if changed since last report)  Securities registered pursuant to Section 12(b) of the Act: None  Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value  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 twelve months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesx
        Noo  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. (   )  Revenues for year ended December 31, 2005:
        $-0-   1     Aggregate market value of the voting common stock held by non-affiliates of the registrant as of May 18, 2006 was:  $-0-



Number of shares of our common stock outstanding as of May 18, 2006 is: 5,000,000



We do not have a transfer agent



State the number of shares outstanding of each of the issuers classes of common equity, as of August 30, 2005:  5,000,000 shares of common stock.





2



PART I




ITEM 1.
        DESCRIPTION OF BUSINESS

GENERAL



Bytewatch Technologies, Inc. (formerly known as Segway VIII Corp.) was incorporated on April 6, 2000, under the laws of the State of New Jersey to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholders.



We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.



We have been formed to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.



PERCEIVED BENEFITS



There are certain perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include the following:





        the ability to use registered securities to make acquisitions of assets or businesses;
        increased visibility in the financial community;
        the facilitation of borrowing from financial institutions;
        improved trading efficiency;
        shareholder liquidity;
        greater ease in subsequently raising capital;
        compensation of key employees through stock options for which there may be a market valuation;
        enhanced corporate image;
        a presence in the United States capital market.

POTENTIAL TARGET COMPANIES



A business entity, if any, which may be interested in a business combination with us may include the following:





3




        a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
        a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
        a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
        a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
        a foreign company which may wish an initial entry into the United States securities market;
        a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
        a company seeking one or more of the other perceived benefits of becoming a public company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors.



No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.



EMPLOYEES



We have no full time employees. Richard Plotnikoff, our President has agreed to allocate a portion of his time to our activities without compensation. Mr. Plotnikoff anticipates that our business plan can be implemented by his devoting no more than 10 hours per month to the business affairs and, consequently, conflicts of interest may arise with respect to the limited time commitment by Mr. Plotnikoff.




ITEM 2.
        DESCRIPTION OF PROPERTY

We have no properties and at this time there are no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.




ITEM 3.
        LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.




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

None.







4



PART II



ITEM 5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



On December 31, 2005, there was 1 shareholder of record of our common stock. Our shares of common stock have never been traded on any recognized stock exchange.



DIVIDENDS



We do not intend to retain future earnings to support our growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.




ITEM 6.
        MANGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Plan of Operation



We are continuing our efforts to locate a merger candidate for the purpose of a merger. It is possible that we will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, we may have to raise funds from a private offering of our securities under Rule 506 of Regulation D. There is no assurance we would obtain any such equity funding.



Results of Operation



We did not have any operating income from inception (April, 2000) through December 31, 2005. For the year ended December 31, 2005, we recognized a net loss of $1,050. Some general and administrative expenses during the quarter were accrued. Expenses for the quarter were comprised of costs mainly associated with legal, accounting, and office.



Liquidity and Capital Resources



At December 31, 2005, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.





5



ITEM 7.
        FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:



BYTEWATCH TECHNOLOGIES, INC.



FINANCIAL STATEMENTS



AS OF DECEMBER 31, 2005



Bytewatch Technologies, Inc.

Financial Statements Table of Contents




Page


INDEPENDENT AUDITORS REPORT
        F-1


BALANCE SHEET
        F-2


STATEMENT OF OPERATIONS
        F-3


STATEMENT OF CASH FLOWS
        F-4


FOOTNOTES TO THE FINANCIAL STATEMENTS
        F-5









6



MOORE & ASSOCIATES, CHARTERED


ACCOUNTANTS AND ADVISORSPCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors

Bytewatch Technologies, Inc (A development stage company) Las Vegas, Nevada



We have audited the accompanying balance sheet of Bytewatch Technologies, Inc (A development stage company) as  of December 31, 2004 and 2005, and the related statements  of  operations,  stockholders  equity  and  cash  flows  for  the  period  from inception on April 6, 2000 through December 31, 2004  and 2005.  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   theoverall   financialstatement 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  Bytewatch  Technologies, Inc (A development stage company) as of December 31, 2004 and 2005 and the results of its operations and its cash flows for the period from inception on April 6, 2000 through December 31, 2004 and 2005, 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 2  to the financial statements, the Companys recurring losses and lack of  operations raises substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 2. 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

May 9, 2006



2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501

F-1







BYTEWATCH TECHNOLOGIES, INC.

(A Development Stage Company)

Balance Sheets



ASSETS




CURRENT ASSETS
        December 31,2005
        December 31,2004Cash
        $
        0
        $
        0Total Current Assets
        
        0
        
        0$
        0
        $
        0LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccrued expense
        $
        4,700
        $
        3,300Stockholders EquityPreferred Stock  20,000,000 sharesauthorized, zero shares issued and outstandingCommon stock, $0.0001 par value, 100,000,000shares authorized, 5,000,000 shares issuedand outstanding as of 12/31/05 and12/31/04 respectively
        
        500
        
        500Additional paid in capital
        
        443
        
        443Deficit accumulated during development stage
        
        (5,643)
        
        (4,243)(4,700)
        
        (3,300)$
        0
        $
        0



The Accompanying Notes are an Integral Part of These Financial Statements.







F-2







BYTEWATCH TECHNOLOGIES, INC.

(A Development Stage Company)

Statement of Operations

For the Three Months Ending December 31, 2005 and 2004

For the Nine Months Ending December 31, 2005 and 2004

and For the Period April 6, 2000 (Inception) to December 31, 2005






Three Months Ending
December 31,
        Nine Months Ending
December 31,
        April 6, 2000
(Inception) to
December 31,2005
        
        2004
        
        2005
        
        2004
        
        2005Revenue
        $
        --
        $
        --
        $
        --
        $
        --
        $
        --Expenses:Amortization expense
        
        --
        
        --
        
        --
        
        --
        
        --Research and development
        
        --
        
        --
        
        --
        
        --
        
        --Impairment loss
        
        --
        
        --
        
        --
        
        --
        
        --General andadministrativeexpenses
        
        350
        
        250
        
        1,050
        
        750
        
        5,643Total expenses
        
        350
        
        250
        
        1,050
        
        750
        
        5,643Other income:Interest income
        
        --
        
        --
        
        --
        
        --
        
        --Total other income
        
        --
        
        --
        
        --
        
        --
        
        --Net (loss))
        $
        (350)
        $
        (250)
        $
        (1,050)
        $
        (750)
        $
        (5,643)Weighted average number ofcommon sharesoutstanding - basicand fully diluted
        
        5,000,000
        
        5,000,000
        
        5,000,000
        
        5,000,000Net (loss) pershare - basic andfully diluted
        $
        (0.01)
        $
        (0.01)
        $
        (0.01)
        $
        (0.01)



The Accompanying Notes are an Integral Part of These Financial Statements.







F-3







BYTEWATCH TECHNOLOGIES, INC.

(A Development Stage Company)

Statement of Cash Flows

For the Nine Months Ending December 31, 2005 and 2004

and For the Period April 6, 2000 (Inception) to December 31, 2005






Nine Months Ending
December 31,
        April 6, 2000
Inception) to
December 31,2005
        
        2004
        
        2005Cash flows from operating activitiesNet (loss)
        $
        (1,050)
        $
        (750)
        $
        (5,643)Impairment loss
        
        --
        
        --
        
        --Amortization expense
        
        --
        
        --
        
        --Net cash used by operating activities
        
        (1,050)
        
        (750)
        
        (5,643)Cash flows from investing activitiesDevelopment of website
        
        --
        
        --
        
        --Net cash used by investing activities
        
        --
        
        --
        
        --Cash flows from financing activitiesIssuance of common stock
        
        --
        
        --
        
        --Net cash provided by financing activities -
        
        --
        
        --
        
        --Net (decrease) increase in cash
        
        --
        
        --
        
        --Cash - beginning
        
        --
        
        --
        
        --Cash - ending
        $
        --
        $
        --
        $
        --Supplemental disclosures:Interest paid
        $
        --
        $
        --
        $
        --Income taxes paid
        $
        --
        $
        --
        $
        --

The Accompanying Notes are an Integral Part of These Financial Statements.









F-4







BYTEWATCH TECHNOLOGIES, INC.



Notes






1.
        Summary of significant accounting policies:

Industry - Bytewatch Technologies, Inc. (The Company), was formerly known as Segway VIII Corp. The Company was incorporated in the state of New Jersey on April 6, 2000 and plans to locate and negotiate with a business entity for the combination of the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most

instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that The Company will be successful in locating or negotiating with any target company.



The Company has been formed to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.



Results of Operations and Ongoing Entity - The Company is considered to be an ongoing entity. The Companys shareholders fund any shortfalls in The Companys cash flow on a day to day basis during the time period that The Company is in the development stage.



Liquidity and Capital Resources - In addition to the stockholder funding

capital shortfalls; The Company anticipates interested investors that intend to fund the Companys growth once a business is located.



Cash and Cash Equivalents - The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.



Basis of Accounting - The Companys financial statements are prepared in accordance with generally accepted accounting principles.



Income Taxes - The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, The Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.



Fair Value of Financial Instruments - The Companys financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.



F-5







BYTEWATCH TECHNOLOGIES, INC.



Notes



Concentrations of Credit Risk - Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Companys policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.



2. Related Party Transactions and Going Concern:



The Companys financial statements have been presented on the basis that it is

a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.



The Companys shareholders fund The Companys activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.



3. Accounts Receivable and Customer Deposits:



Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.



4. Use of Estimates:



Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.



5. Revenue and Cost Recognition:



The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.



6. Accrued Expenses:



Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.



7. Operating Lease Agreements:



The Company has no agreements at this time.





F-6







BYTEWATCH TECHNOLOGIES, INC.



Notes





8. Stockholders Equity:



Common Stock includes 100,000,000 shares authorized at a par value of $0.0001,of which 5,000,000 have been issued for the amount of $625. The shareholders contributed an additional $200 to capital during the year 2001 and $118 during the year 2002. The Company has also authorized 20,000,000 shares of preferred stock at a par value of $0.0001, none of which have been issued.



9. Required Cash Flow Disclosure for Interest and Taxes Paid:



The company has paid no amounts for federal income taxes and interest.



10. Earnings Per Share:



Basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB)under Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Shares. Diluted EPS reflects the potential dilution of securities that could share in the earnings.



11. Income Taxes:



The Company has a net operating loss of $5,643 that will expire during the years 2020 through 2025. These net operating loss carry-forwards have been completely reserved through an allowance account so that no deferred tax assets results in the balance sheet.





F-7








ITEM 8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE

Our accountant is Moore and Associates, Chartered, CPAs, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountant regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.



PART III




ITEM 9.
        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROLPERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGEACT

The directors and officers as of December 31, 2005, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of our Board of Directors




Name
        Age
        Positions and Offices HeldRichard Plotnikoff
        44
        President/Secretary/Director

BUSINESS EXPERIENCE



Set forth below is the name of our director and officer, all positions and offices held, the period during which he has served as such, and the business experience during at least the last five years:



Mr.Plotnikoff is currently involved in the health food industry. His responsibilities include coordinating strategy, planning, and product development. Mr. Plotnikoff devotes most of his time to the affairs of the Company. He has been involved in the health industry since 1989 at which time he founded a private company called Kayto Life Herbs International Corp. Prior to his involvement with Kayto Life Herbs International Corp., Mr. Plotnikoff was an Inspector employed by Revenue Canada in the Customs and Excise Division. Mr. Plotnikoff has a holding company called Shopcom Holdings Ltd. and spends part of his time on the operations of the Holding Company.



CERTAIN LEGAL PROCEEDINGS



No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



To date, we have not filed Form 5 for the year ended December 31, 2005.








ITEM 10.
        EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services rendered to us, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with us. However, our sole officer and director anticipates receiving benefits as a beneficial shareholder.



No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.




ITEM 11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT

We have issued a total of 5,000,000 shares of our common stock to the following persons for a total of $625 in cash:




Name
        Number of Total Shares
        % of ShareholdingsRichard Plotnikoff
        5,000,000
        100%

The address for Mister Plotnikoff is 9175 Mainwaring Rd., Sidney, BC V8L 1J9.




ITEM 12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.



PART IV




ITEM 13.
        EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:



1.  Financial statements; see index to financial statements and schedules in Item 7 herein.



2    Financial statement schedules; see index to financial statements and schedules in Item 7 herein.



3.  Exhibits:



The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.








EXHIBIT INDEX




3.1
        Articles of Incorporation
        (1)3.2
        By-laws
        (1)


(1)
        Incorporated by reference to our Form 10-SB (SEC File No. 0-31367).


ITEM 14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees



For the Companys fiscal year ended December 31, 2005, we were billed

approximately $2,500.00 for year end 2005 for professional services rendered for the audit of our financial statements, respectively. We also were billed approximately $1,500 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2005, respectively.



Tax Fees



For the Companys fiscal year ended December 31, 2005, we were billed approximately $0.00 for 2005, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.



All Other Fees



The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2005.










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, there unto duly authorized.






BYTEWATCH TECHNOLOGIES, INC.


By:
        /s/  Richard PlotnikoffRICHARD PLOTNIKOFFPresident, Chief Executive Officer,Chief Financial Officer,Secretary and Director




Dated:
        May 18, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.






By:
        /s/  Richard PlotnikoffRichard PlotnikoffPresident, Chief Executive Officer,
        Dated:
        May 18, 2006Chief Financial Officer,Secretary and Director