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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
quarter ended September 30, 2008

oTRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
transition period from _____ to _____

Commission File Number: 333-144943

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|                                                                                    |                         
|----------------------------------------------------------------------------------- | ------------------------
|Nevada                                                                              | 98-0523909              
|                                                                                    |                         
|(State of incorporation)                                                            | (IRS Employer ID Number)
|                                                                                    |                         
|410 Park Avenue, 15th Floor                                                        
|New York, New York 110022                                                          
|                                                                                   
|(Address of principal executive offices)                                           
|                                                                                   
|(888) 251-3422                                                                     
|                                                                                   
|(Issuers telephone number)                                                        
|                                                                                   
|                                                                                   
|                                                                                   
|(Former name, former address and former fiscal year, if changed since
 last report)

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

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

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

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

As of November 7, 2008, 12,400,000 shares of common stock, par value $0.0001 per share,
were outstanding.

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TABLE OF CONTENTS

|                                                                    |  |     
|------------------------------------------------------------------- |  | ----
|                                                                    |  | Page
|                                                                    |  |     
|PART I                                                              |  |     
|Item 1.
 Financial Statements                                       |  | 1   
|Item 2. Managements Discussion and Analysis or Plan of Operation   |  | 7   
|Item 3 Quantitative and Qualitative Disclosures About Market Risk   |  | 8   
|Item 4 Controls and Procedures                                      |  | 8   
|                                                                    |  |     
|PART II                                                             |  |     
|Item 1. Legal Proceedings                                           |  | 9   
|Item 1A. Risk Factors                                               |  | 9   
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |  | 9   
|Item 3. Defaults Upon Senior Securities                             |  | 10  
|Item 4. Submission of Matters to a Vote of Security Holders         |  | 10  
|Item 5. Other Information                                           |  | 10  
|Item 6. Exhibits                                                    |  | 10  

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WATCHTOWER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET

|                                                                                                          |  |                    |         |                   |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- | - | ------- | -
|                                                                                                          |  | September 30, 2008 |         | December 31, 2007 |  
|                                                                                                          |  |                    |         |                   |  
|                                                                                                          |  | (Unaudited)        |         |                   |  
|ASSETS                                                                                                   
|Current
 Assets:                                                                                          |  |                    |         |                   |   |         |  
|Cash                                                                                                      |  | $                  | 316     |                   | $ | 40,973  |  
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                         
|Total Current Assets                                                                                      |  |                    | 316     |                   |   | 40,973  |  
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                         
|Total Assets                                                                                              |  | $                  | 316     |                   | $ | 40,973  |  
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                          |  |                    |         |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)                                                        
|                                                                                                          |  |                    |         |                   |   |         |  
|Current
 Liabilities:                                                                                     |  |                    |         |                   |   |         |  
|Accounts Payable and Accrued Liabilities                                                                  |  | $                  | 2,715   |                   | $ | 375     |  
|Loans Payable                                                                                             |  |                    | 13,100  |                   |   |        |  
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                         
|Total Current Liabilities                                                                                 |  |                    | 15,815  |                   |   | 375     |  
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                         
|Commitments
 and Contingencies                                                                            |  |                    |         |                   |   |         |  
|                                                                                                          |  |                    |         |                   |   |         |  
|Stockholders
 Equity (Deficiency):                                                                       |  |                    |         |                   |   |         |  
|Preferred Stock, $.0001 par value;
 5,000,000 shares
 authorized, none issued and outstanding             |  |                    |        |                   |   |        |  
|Common Stock, $.0001 par value; 500,000,000
 shares
 authorized, 12,400,000 shares issued and outstanding |  |                    | 1,240   |                   |   | 1,240   |  
|Additional Paid-In Capital                                                                                |  |                    | 54,560  |                   |   | 54,560  |  
|Deficit Accumulated During the Development
 Stage                                                         |  |                    | (71,299 | )                 |   | (15,202 | )
|                                                                                                          |  |                    |         |                   |   |         |  
|                                                                                                         
|Total Stockholders Equity
(Deficiency)                                                                   |  |                    | (15,499 | )                 |   | 40,598  |  
|                                                                                                          |  |                    |         |                   |   |         |  
|Total
 Liabilities and Stockholders Equity (Deficiency)                                                  |  | $                  | 316     |                   | $ | 40,973  |  
|                                                                                                          |  |                    |         |                   |   |         |  

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

1

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WATCHTOWER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)

|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|------------------------------------------ |  |  | -------------------------------------------------- | ---------- | - | ---- | ------------------------------------------------------------------------ | - | ---------- | ------------------------------------- |  | - | --------------------------------------------------------------------- | - | - | ---------- | - |  | - | ------- | - | 
|                                           |  |  | For the 
 Nine Months 
 Ended 
 September 30, 2008 |            |   |      | For the Period 
 February 20, 2007 
 (Inception) to 
 September 30, 2007 |   |            | For the
 Quarter Ended
 September 30, |  |   | For the Period
 February 20, 2007
 (Inception) To
 September 30, 2008 |   |  
|                                           |  |  |                                                    |            |   |     
|                                           |  |  |                                                    | 2008       |   | 2007 |                                                                          |  
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |  
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       | 
|Net Revenues                               |  |  | $                                                  |           |   |      |                                                                          | $ |           |                                       |  | $ |                                                                      |   | $ |           |   |  | $ |        |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Costs and Expenses:                        |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Professional Fees                          |  |  |                                                    | 28,450     |   |      |                                                                          |   | 1,050      |                                       |  |   | 7,500                                                                 |   |   | 50         |   |  |   | 36,075  |   | 
|Consulting Fees                            |  |  |                                                    | 14,500     |   |      |                                                                          |   |           |                                       |  |   |                                                                      |   |   |           |   |  |   | 14,500  |   | 
|General and Administrative Expenses        |  |  |                                                    | 12,932     |   |      |                                                                          |   | 4,115      |                                       |  |   | 1,225                                                                 |   |   | 4,053      |   |  |   | 19,406  |   | 
|Start Up Costs                             |  |  |                                                    |           |   |      |                                                                          |   | 1,103      |                                       |  |   |                                                                      |   |   |           |   |  |   | 1,103   |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Total Costs and Expenses                   |  |  |                                                    | 55,882     |   |      |                                                                          |   | 6,268      |                                       |  |   | 8,725                                                                 |   |   | 4,103      |   |  |   | 71,084  |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Operating Loss                             |  |  |                                                    | (55,882    | ) |      |                                                                          |   | (6,268     | )                                     |  |   | (8,725                                                                | ) |   | (4,103     | ) |  |   | (71,084 | ) | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Other Income (Expense):                    |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Interest Expense                           |  |  |                                                    | (215       | ) |      |                                                                          |   |           |                                       |  |   | (181                                                                  | ) |   |           |   |  |   | (215    | ) | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Net Loss                                   |  |  | $                                                  | (56,097    | ) |      |                                                                          | $ | (6,268     | )                                     |  | $ | (8,906                                                                | ) | $ | (4,103     | ) |  | $ | (71,299 | ) | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Basic and Diluted Loss Per Share           |  |  | $                                                  | (.00       | ) |      |                                                                          | $ | (0.00      | )                                     |  | $ | (.00                                                                  | ) | $ | (0.00      | ) |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 
|Weighted Average Common Shares Outstanding |  |  |                                                    | 12,400,000 |   |      |                                                                          |   | 11,760,515 |                                       |  |   | 12,400,000                                                            |   |   | 11,871,739 |   |  |   |         |   | 
|                                           |  |  |                                                    |            |   |      |                                                                          |   |            |                                       |  |   |                                                                       |   |   |            |   |  |   |         |   | 

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

2

---



WATCHTOWER, INC..
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
FOR THE PERIOD FEBRUARY 20, 2007 (INCEPTION) TO SEPTEMBER 30, 2008

|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------- |  | ------------ | ---------- | ---------------------------- | - | ----- | --------------------------------------------------- | - | ------ | ----- |  | - | ------- | - |  | - | ------- | -
|                                                                                                |  |              |            | Additional
 Paid-In
 Capital |   |       | Deficit
 Accumulated
 During the
 Development Stage |   |        | Total | 
|                                                                                                |  |              |            |                              |   |      
|                                                                                                |  | Common Stock |            |                              |   |      
|                                                                                                |  | Shares       |            | Amount                       |   |       |                                                     |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |        
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       | 
|Balance, February 21, 2007                                                                      |  |              |           |                              | $ |      |                                                     | $ |       |       |  | $ |        |   |  | $ |        |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Common Stock Issued to Founders at $.0001
 Per Share                                            |  |              | 8,000,000  |                              |   | 800   |                                                     |   |       |       |  |   |        |   |  |   | 800     |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Common Stock Issued to Private Investors at
 $.01 Per Share                                     |  |              | 3,500,000  |                              |   | 350   |                                                     |   | 34,650 |       |  |   |        |   |  |   | 35,000  |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Common Stock Issued Pursuant to Public
 Offering at $.05 per share, Net of Expenses of Offering |  |              | 900,000    |                              |   | 90    |                                                     |   | 19,910 |       |  |   |        |   |  |   | 20,000  |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Net Loss for the Period                                                                         |  |              |           |                              |   |      |                                                     |   |       |       |  |   | (15,202 | ) |  |   | (15,202 | )
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Balance, December 31, 2007                                                                      |  |              | 12,400,000 |                              |   | 1,240 |                                                     |   | 54,560 |       |  |   | (15,202 | ) |  |   | 40,598  |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Net Loss for the Nine Months Ended
 September 30, 2008 (Unaudited)                              |  |              |           |                              |   |      |                                                     |   |       |       |  |   | (56,097 | ) |  |   | (56,097 | )
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  
|Balance, September 30, 2008 (Unaudited)                                                         |  |              | 12,400,000 |                              | $ | 1,240 |                                                     | $ | 54,560 |       |  | $ | (71,299 | ) |  | $ | (15,499 | )
|                                                                                                |  |              |            |                              |   |       |                                                     |   |        |       |  |   |         |   |  |   |         |  

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

3

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WATCHTOWER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)

|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|---------------------------------------------------------------------------- |  |  | ------------------------------------------------ | ------- | - |  | --------------------------------------------------------------------- | - | ------- | - | --------------------------------------------------------------------- |  | - | ------- | - | 
|                                                                             |  |  | For the 
 Nine Months Ended 
 September 30, 2008 |         |   |  | For the Period
 February 20, 2007
 (Inception) to
 September 30, 2007 |   |         |   | For the Period
 February 20, 2007
 (Inception) to
 September 30, 2008 |  |  
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |  
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Cash Flows
 from Operating Activities:                                       |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Net Loss                                                                     |  |  | $                                                | (56,097 | ) |  |                                                                       | $ | (6,268  | ) |                                                                       |  | $ | (71,299 | ) | 
|Adjustments to Reconcile Net Loss to Net
 Cash Used in Operating Activities: |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Changes in Assets and Liabilities:                                           |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Increase in Accounts Payable and Accrued
Liabilities                         |  |  |                                                  | 2,340   |   |  |                                                                       |   | 457     |   |                                                                       |  |   | 2,715   |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Net Cash Used in Operating Activities                                        |  |  |                                                  | (53,757 | ) |  |                                                                       |   | (5,811  | ) |                                                                       |  |   | (68,584 | ) | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Cash Flows
 from Investing Activities:                                       |  |  |                                                  |        |   |  |                                                                       |   |        |   |                                                                       |  |   |        |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Cash Flows
 from Financing Activities:                                       |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Proceeds
 from Sale of Common Stock                                          |  |  |                                                  |        |   |  |                                                                       |   | 80,800  |   |                                                                       |  |   | 80,800  |   | 
|Expenses of
 Public Offering                                                 |  |  |                                                  |        |   |  |                                                                       |   | (25,000 | ) |                                                                       |  |   | (25,000 | ) | 
|Proceeds of
 Borrowings                                                      |  |  |                                                  | 13,100  |   |  |                                                                       |   |        |   |                                                                       |  |   | 13,100  |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Net Cash Provided by Financing Activities                                    |  |  |                                                  | 13,100  |   |  |                                                                       |   | 55,800  |   |                                                                       |  |   | 68,900  |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Increase
 (Decrease) in Cash                                                 |  |  |                                                  | (40,657 | ) |  |                                                                       |   | 49,989  |   |                                                                       |  |   | 316     |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Cash  Beginning
 of Period                                                  |  |  |                                                  | 40,973  |   |  |                                                                       |   |        |   |                                                                       |  |   |        |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Cash  End
 of Period                                                        |  |  | $                                                | 316     |   |  |                                                                       | $ | 49,989  |   |                                                                       |  | $ | 316     |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Supplemental
 Disclosures of Cash Flow Information:                          |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Interest Paid                                                                |  |  | $                                                |        |   |  |                                                                       | $ |        |   |                                                                       |  | $ |        |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 
|Income Taxes Paid                                                            |  |  | $                                                |        |   |  |                                                                       | $ |        |   |                                                                       |  | $ |        |   | 
|                                                                             |  |  |                                                  |         |   |  |                                                                       |   |         |   |                                                                       |  |   |         |   | 

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

4

---



WATCHTOWER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

|          |                                       
|--------- | --------------------------------------
|NOTE 1  - | Organization
and Basis of Presentation

Watchtower,
Inc. (the Company) was incorporated on February 20, 2007 under the laws of
the State of Nevada. The Company has selected December 31 as its fiscal year.

The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (SFAS) No. 7. The Company intends to market and resell
agricultural based bio-diesel fuels. There is no assurance, however, that the
Company will achieve its objectives or goals.

In
the opinion of the Companys management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
therein. These financial statements are condensed and therefore do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. These condensed financial statements should be read in conjunction
with the Companys December 31, 2007 audited financial statements and notes
thereto included in the annual report on Form 10-K as of such date.

Results
of operations for interim periods are not necessarily indicative of the results
of operations for a full year.

The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $56,097 for
the nine months ended September 30, 2008 and a net loss of $71,299 for the
period February 20, 2007 (inception) to September 30, 2008. These factors raise
substantial doubt about the Companys ability to continue as a going concern.

There
can be no assurance that sufficient funds will be generated during the next
year or thereafter from operations or that funds will be available from
external sources such as debt or equity financings or other potential sources.
The lack of additional capital could force the Company to curtail or cease operations
and would, therefore, have a material adverse effect on its business.
Furthermore, there can be no assurance that any such required funds, if
available, will be available on attractive terms or that they will not have a
significant dilutive effect on the Companys existing stockholders.

The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination thereof. During
the nine months and quarter ended September 30, 2008 the Company borrowed
$13,100 and $6,250, respectively, for working capital purposes. There can be no
assurances that the Company will be able to raise the additional funds it
requires.

The
accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of
asset-carrying amounts or the amounts and classifications of liabilities that
may result should the Company be unable to continue as a going concern.

5

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WATCHTOWER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

|          |             
|--------- | ------------
|NOTE 2  - | Common Stock

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

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

On
August 24, 2007 the Company sold 900,000 shares of common stock pursuant to its
public offering for gross proceeds of $45,000. Expenses of the public offering
amounted to $25,000.

|          |              
|--------- | -------------
|NOTE 3  - | Loans
Payable

Loans
payable consist of advances, bearing interest at 8% per annum and due on
demand.

6

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|        |                                                            
|------- | -----------------------------------------------------------
|Item 2. | Managements Discussion and Analysis or Plan of Operations.

As used in
this Form 10-Q, references to the Watchtower, Company, we, our or us
refer to Watchtower, Inc. Unless the context otherwise indicates.

Forward-Looking Statements

The following
discussion should be read in conjunction with our financial statements, which
are included elsewhere in this Form 10-Q (the Report). This Report contains
forward-looking statements which relate to future events or our future
financial performance. In some cases, you can identify forward-looking statements
by terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties, and other
factors that may cause our or our industrys actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

For a
description of such risks and uncertainties refer to our Registration Statement
on Form SB-2 and Form 10-K, filed with the Securities and Exchange Commission
on July 27, 2007 and February 29, 2008, respectively. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

Business Overview

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

Plan of Operation

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

7

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Liquidity and Capital
Resources

Our balance
sheet as of September 30, 2008 reflects cash assets in the amount of $316. Cash
from inception to date has been sufficient to provide the operating capital
necessary to operate to date.

We do not have
sufficient resources to effectuate our business. We expect to incur a minimum
of $100,000 in expenses during the next twelve months of operations. We
estimate that this will be comprised mostly of professional fees including;
$25,000 towards procurement of office facilities and equipment, $15,000 towards
the procurement of marketing materials and website, $10,000 towards the
planning of a comprehensive marketing campaign and $15,000 towards travel
expenses. Additionally, $35,000 will be needed for general overhead expenses
such as for salaries, corporate legal and accounting fees, office overhead and
general working capital. Accordingly, we will have to raise the funds to pay
for these expenses.

We may have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.

Going Concern
Consideration

The Company is a development stage company and has not commenced
planned principal operations. The Company had no revenues and incurred a net
loss of $56,097 for the nine months ended September 30, 2008 and a net loss of
$71,299 for the period February 20, 2007 (inception) to September 30, 2008.
These factors raise substantial doubt about the Companys ability to continue
as a going concern.

There can be no assurance that sufficient funds will be generated
during the next year or thereafter from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital could force the Company to
curtail or cease operations and would, therefore, have a material adverse effect
on its business. Furthermore, there can be no assurance that any such required
funds, if available, will be available on attractive terms or that they will
not have a significant dilutive effect on the Companys existing stockholders.

Off-Balance Sheet
Arrangements

We have no
off-balance sheet arrangements.

|        |                                                            
|------- | -----------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.

Not
applicable.

|        |                         
|------- | ------------------------
|Item 4. | Controls and Procedures.

Disclosure Controls and Procedures

8

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Our disclosure
controls and procedures are designed to ensure that information required to be
disclosed in reports that we file or submit under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the United States Securities and Exchange Commission.
Our principal executive officer and principal financial officer has reviewed
the effectiveness of our disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within
the end of the period covered by this Quarterly Report on Form 10-Q and has
concluded that the disclosure controls and procedures are effective to ensure
that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our principal
executive officer and principal financial officer.

Internal Controls Over Financial Reporting

There have
been no changes in the Companys internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

PART II
OTHER INFORMATION

|        |                   
|------- | ------------------
|Item 1. | Legal Proceedings.

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

|         |             
|-------- | ------------
|Item 1A. | Risk Factors

Smaller
reporting companies are not required to provide the information required by
this item.

|        |                                                             
|------- | ------------------------------------------------------------
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered
Sales of Equity Securities

None.

Purchases
of equity securities by the issuer and affiliated purchasers

None

Use
of Proceeds

None

9

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|        |                                 
|------- | --------------------------------
|Item 3. | Defaults Upon Senior Securities.

None

|        |                                                     
|------- | ----------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders.

There was no
matter submitted to a vote of security holders during the nine months ended
September 30, 2008.

|        |                   
|------- | ------------------
|Item 5. | Other Information.

None

|        |         
|------- | --------
|Item 6. | Exhibits

|             |  |                                                                                                                                                 
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 No. |  | Description                                                                                                                                     
|             |  |                                                                                                                                                 
|31.1         |  | Rule
 13a-14(a)/15d14(a) Certifications of Yisroel Guttfreund, the President, Chief
 Executive Officer, Treasurer and Director (Attached Hereto)
|             |  |                                                                                                                                                 
|32.1         |  | Section 1350
 Certifications of Yisroel Guttfreund, the President, Chief Executive Officer, Treasurer and Director(Attached Hereto)             

10

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SIGNATURES

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

|                          |                  |        |                                                         
|------------------------- | ---------------- | ------ | --------------------------------------------------------
|                          | WATCHTOWER, INC.
|                         
|Dated:
 November 10, 2008 |                  | By:    | /s/ Yisroel
 Guttfreund                                 
|                          |                  |        |                                                         
|                          |                  | Name:  | Yisroel
 Guttfreund                                     
|                          |                  | Title: | President,
 Chief Executive Officer,                    
|                          |                  |        | Treasurer
 and Director                                 
|                          |                  |        | (Principal
 Executive, Financial and Accounting Officer)

11

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