UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB/A
 (Amendment
No. 3)
 
 x QUARTERLY REPORT
UNDER SECTION 13 OR 15(D) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For
the quarterly period ended: September 30, 2007
 OR
 
 o TRANSITION REPORT
UNDER 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, CA
                (Address
      of Principal Executive Offices)
              20-8734462
                (I.R.S.
      Employer Identification No.)
                
                90067
                (Zip
      Code)
 
 Issuer’s
telephone number: (403) 998-1677
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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 shell company  (as defined
in Rule 12b-2 of the Exchange Act).
 Yes x  No o
 
 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
 
 Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.Yes o  No o
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: As of March 10, 2008, the number of shares
outstanding of the issuer’s sole class of common stock, par value, $0.001 per
share, is 6,250,000.
 
 Transitional Small Business Disclosure
Format (Check one): Yes oNo x
  
 
  TABLE
OF CONTENTS
  PagePART
      I – FINANCIAL INFORMATION
                1Item
      1.  Financial Statements
                1Balance
      Sheet (Unaudited)
                1Statements
      of Operations (Unaudited)
                2Statements
      of Cash Flows (Unaudited)
                3Notes
      to Financial Statements
                4Item
      2. Management's Discussion and Plan of Operation
                7Company
      Overview
                8Liquidity
      and Capital Resources
                10Item
      3. Controls and Procedures
                11PART
      II -- OTHER INFORMATION
                11Item
      1. Legal Proceedings
                11Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                11Item
      3. Defaults Upon Senior Securities
                11Item
      4. Submission of Matters to a Vote of Security Holders
                11Item
      5. Other Information
                11Item
      6. Exhibits
                11SIGNATURES
                12CERTIFICATION
      PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF
    2002
                13CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF
      THE SARBANES-OXLEY ACT OF 2002
                14
 
 
  WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
  PART
      I – FINANCIAL INFORMATION
                
                Item
      1. Financial Statements
                
                Balance
      Sheet (Unaudited)September
      30,2007AssetsCurrent
      assetsCash
              
              $
              1,466Inventory
              
              
              25,000Total
      current assets
              
              
              26,466Other
      assets, net
              
              
              8,933Total
      assets
              
              $
              35,400Liabilities
      and Stockholders’ EquityCurrent
      liabilitiesAccounts payable
              
              
              11,500Loans from
    shareholder
              
              
              17,500Total
      current liabilities
              
              
              29,000Total
      liabilities
              
              
              29,000Stockholders’
      equityCommon stock - $.001 par value; in
      2007, 75,000,000 shares authorized, 6,000,000 shares issued and
      outstanding
              
              
              6,000Additional paid-in
      capital
              
              
              46,350Accumulated
deficit
              
              
              (45,950
              )Total
      stockholders’ equity
              
              
              6,400Total
      liabilities and stockholders’ equity
              
              $
              35,400
 
 See accompanying notes to financial
statements.
 1
 
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
 Statements
      of Operations (Unaudited)
   For
      the
                Three Months
                Ended
                September 30,
              
              
              For
      the Period
                from inception
                (February 20, 2007)
      to
                September 30,2007
              
              
              2007ExpensesGeneral
      and Administrative
              
              $
              5,267
              
              
              $
              12,200Stock
      based compensation
              
              
              -
              
              
              
              3,750Professional
      Fees
              
              
              2,000
              
              
              
              30,000Net
      loss
              
              $
              (7,267
              )
              
              $
              (45,950
              )Basic
      and diluted loss per share
              
              $
              (0.001
              )Weighted
      average number of common shares outstanding
                used
      to calculate basic and
                diluted
      loss per share
              
              
              6,000,000
 
 See
accompanying notes to financial statements.
 2
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
 Statements
      of Cash Flows (Unaudited)
  For
      the Three Months Ended
                September
      30,
                2007
              
              
              
              
              
              For
      the period from February 20, 2007 (Inception) through September 30,
      2007Cash
      flows from operating activitiesNet loss
              
              $
              (7,267
              )
              
              
              
              
              
              
              (45,950
              )Adjustments to reconcile net loss
      to cash
                provided by operating
      activities:Depreciation
      and amortization
              
              
              -
              
              
              
              
              
              
              
              -Stock
      based compensation
              
              
              -
              
              
              
              
              
              
              
              3,750Changes in assets and liabilities:Organizational
      costs
              
              
              -
              
              
              
              
              
              
              
              -Inventories
              
              
              (2,000
              )
              
              
              
              
              
              
              (25,000
              )Accounts payable
              
              
              (3,850
              )
              
              
              
              
              
              
              11,500Loans from
    shareholder
              
              
              -
              
              
              
              
              
              
              
              17,500Net
      cash provided by (used in) operating activities
              
              
              (13,117
              )
              
              
              
              
              
              
              (38,200
              )Cash
      flows from investing activitiesWebsite
development
              
              
              -
              
              
              
              
              
              
              
              (9,000
              )Accumulated amortization,
      website
              
              
              -
              
              
              
              
              
              
              
              67Net
      cash Provided by (used in) investing activities
              
              
              -
              
              
              
              
              
              
              
              (83,933
              )Cash
      flows from financing activitiesCapital stock
              
              
              -
              
              
              
              
              
              
              
              6,000Stock based
      compensation
              
              
              -
              
              
              
              
              
              
              
              (3,750
              )Paid-in capital
              
              
              -
              
              
              
              
              
              
              
              46,350Net
      cash provided by (used in) financing activities
              
              
              -
              
              
              
              
              
              
              
              48,600Net
      increase (decrease) in cash and cash equivalents
              
              
              (13,117
              )
              
              
              
              
              
              
              1,466Cash and cash
      equivalents, beginning of period
              
              
              14,583
              
              
              
              
              
              
              
              -Cash and cash
      equivalents, end of period
              
              $
              1,466
              
              
              
              
              
              
              $
              1,466Supplemental
      disclosure of cash flow informationCash paid during the period
      for:Interest
              
              $
              -
              
              
              
              
              
              
              $
              -Income
      taxesIncome taxes
              
              $
              -
              
              
              
              
              
              
              $
              -
 
 See
accompanying notes to financial statements.
 3
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
  Notes to Financial Statements
 
 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 $45,950. 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 and entering into a
private placement offering for 2,250,000 shares at $0.02 per share. As of June
30, 2007, the Company had issued 3,750,000 Founders shares at $0.001 per share
for services rendered in the amount of $3,750 and 2,250,000 shares at $0.02 per
share for proceeds of $48,600, of which $48,600 has been received by the
Company. In October 2007, the Company entered into a private placement offering
for 100,000 shares at $0.50 per share.
 
 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.
 
 INTERIM
FINANCIAL STATEMENTS
 
 The
financial statements for the three months ended September 30, 2007 and for the
period from February 20, 2007 (inception) through September 30, 2007, are
unaudited. In the opinion of management, such financial statements include all
adjustments (consisting of normal recurring accruals) necessary for the fair
presentation of the financial position and the results of operations. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.  These interim
financial statements should be read in conjunction with our audited financial
statements for the period ended May 31, 2007 as reflected in our Form SB2 filed
with the Securities and Exchange Commission.
 
 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.
 
 4
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
  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.
 
 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.
 
 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.
 
 5
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
  "SAB" "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements."
 
 NOTE
3 — OTHER ASSETS
 
 Other
      assets consist of the following:
              
              May
      31,2007Website
      development, net of accumulated amortization of $67
              
              $
              8,933$
              8,933
 
 NOTE
4 - 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
5 - 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
PLACEMENT
 
 On May 1,
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. The total amount to be
raised in this financing is $48,600. As of May 31, 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. In October 2007, the Company authorized a private
placement of 100,000 shares of common stock at a price of $0.50 per share. The
total amount raised in this financing was $50,000.
 
 NOTE
6 - RELATED PARTY TRANSACTIONS
 
 As of
September 30, 2007, there was $17,500 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 are interest free. The Company utilizes office space from
one of its shareholders at no cost to it.
 
 6
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
 
 NOTE
7 - INCOME TAXES
 
 As of
September 30, 2007, the Company had net operating loss carry forwards of
approximately $45,950 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.
 
 Item
2. Management's Discussion and Plan of Operation
 
 The
following is management's discussion and analysis of certain significant factors
that have affected our financial condition, results of operations and cash flows
during the periods included in the accompanying unaudited financial statements.
This discussion should be read in conjunction with the financial statements and
notes included in our Registration Statement on Form SB-2 (SEC file no.
333-145134).
 
 Cautionary
Note Regarding Forward Looking Statements
 
 This
Quarterly Report on Form 10-QSB contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Act
provides a safe harbor for forward-looking statements to encourage companies to
provide prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements, other than statements of historical fact,
that we make in this Quarterly Report on Form 10-QSB are forward-looking. The
words "anticipates," "believes," "expects," "intends," "will continue,"
"estimates," "plans," "projects," the negative of these terms and similar
expressions are intended to identify forward-looking
statements.  However, the absence of these words does not mean the
statement is not forward-looking.
 
 Forward-looking
statements involve risks, uncertainties or other factors which may cause actual
results to differ materially from the future results, performance or
achievements expressed or implied by the forward-looking statements. These
statements are based on our management's beliefs and assumptions, which in turn
are based on currently available information. Certain risks, uncertainties or
other important factors are detailed in this Quarterly Report on Form 10-QSB and
may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Forms 8-K and 10-KSB.
 
 Examples
of forward looking statements in this Quarterly Report on Form 10-QSB include,
but are not limited to, our expectations regarding our ability to generate
operating  cash flows and to fund our working capital and capital
expenditure requirements. Important assumptions relating to the forward-looking
statements include, among others, assumptions regarding demand for our products,
pricing levels, the timing and cost of capital expenditures, competitive
conditions and general economic conditions. These assumptions could prove
inaccurate. Although we believe that the estimates and projections reflected in
the forward-looking statements are reasonable, our expectations may prove to be
incorrect. Important factors that could cause actual results to differ
materially from the results and events anticipated or implied by such
forward-looking statements include:
 
 ·
              the
      risks of a development stage
company;
 ·
              management’s
      plans, objectives and budgets for its future operations and future
      economic performance;
 ·
              capital
      budget and future capital
requirements;
 ·
              meeting
      future capital needs;
 ·
              our
      dependence on management and the need to recruit additional
      personnel;
 ·
              limited
      trading for our common stock
 ·
              the
      level of future expenditures;
  7
  WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
    ·
              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 marketing
costs;
 ·
              changes
      in our pricing plans;
 ·
              timely
      development and acceptance of our
products;
 ·
              the
      markets of our domestic 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, including our Registration Statement
      on Form SB-2/A (SEC File No.
333-145134).
 
 We
operate in a very competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for us to predict all of those risks, nor
can we assess the impact of all of those risks on our business or the extent to
which any factor may cause actual results to differ materially from those
contained in any forward-looking statement. We believe these forward-looking
statements are reasonable. However, you should not place undue reliance on any
forward-looking statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are made, and unless
required by law, we expressly disclaim any obligation or undertaking to update
publicly any of them in light of new information or future events.
 
 In this
Quarterly Report on Form 10-QSB, "Company," "the Company," "us," and "our" refer
to WiTel Corp., a Nevada corporation, unless the context requires
otherwise.
 
 The
accompanying 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. The 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
embarking on efforts to raise equity financing. However, there can be no
assurance that we will be able to obtain financing, or that if such financing
were available, whether the terms or conditions would be acceptable to
us.
 
 Although
we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, performance or achievement. We
undertake no obligation to revise or publicly release the results of any
revisions to these forward-looking statements. If we do update or correct one or
more forward-looking statements, investors and others should not conclude that
we will make additional updates or corrections to other forward-looking
statements.
 
 We intend
the following discussion to assist in the understanding of our financial
position and our results of operations for the three months ended September 30,
2007 and the period from February 20, 2007 (inception) through September 30,
2007. You should refer to the Financial Statements and related Notes in
conjunction with this discussion.
 
 Company
Overview
 
 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.
 
 8
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
 
 As of
September 30, 2007, we had $1,466 cash on hand and in the bank. Management does
not believe this amount will satisfy our cash requirements for the next three
months. We plan to satisfy our future cash requirements - primarily the working
capital required for the development of our e-commerce systems and marketing
campaign and to offset legal and accounting fees - by additional equity
financing.  This will likely be in the form of private placements of
common stock.   In October 2007, the Company issued 100,000
shares at $0.50 per share, under a private placement, for $50,000.
 
 Management
believes that if subsequent private placements are successful, we will generate
sales revenue within the following twelve months thereof. However, additional
equity financing may not be available to us on acceptable terms or at all, and
thus we could fail to satisfy our future cash requirements.
 
 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.
 
 At
present, one of our shareholders has invested $17,500 in us.  He is
unwilling to make any commitment to loan us any more money, but may reconsider
if we source desirable products and services at reasonable
pricing.  His unwillingness to provide us with additional funding is
simply because he does not want to.  At the present time, we are
negotiating with various investors to obtain additional equity
financing.  There can be no assurance that we will be successful in
obtaining additional capital from these negotiations. If are unable to raise
additional capital, we will either suspend marketing operations until we do
raise the cash, or cease operations entirely.  Other than as described
in this paragraph, we have no other financing plans.
 
 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.
 
 9
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
 
 Liquidity
and Capital Resources
 
 We do not
now have funds sufficient for pursuing our plan of operation, but we are in the
process of trying to procure funds sufficient to fund our operations until we
are able to finance our operations through cash flow. There can be no assurance
that we will be able to procure funds sufficient for such purpose. If operating
difficulties or other factors (many of which are beyond our control) delay our
realization of revenues or cash flows from operations, we may be limited in our
ability to pursue our business plan. Moreover, if our resources from obtaining
additional capital or cash flows from operations, once we commence them, do not
satisfy our operational needs or if unexpected expenses arise due to
unanticipated pressures or if we decide to expand our business plan beyond its
currently anticipated level or otherwise, we will require additional financing
to fund our operations, in addition to anticipated cash generated from our
operations. Additional financing might not be available on terms favorable to
us, or at all. If adequate funds were not available or were not available on
acceptable terms, our ability to fund our operations, take advantage of
unanticipated opportunities, develop or enhance our business or otherwise
respond to competitive pressures would be significantly limited. In a worse case
scenario, we might not be able to fund our operations or to remain in business,
which could result in a total loss of our stockholders' investment. If we raise
additional funds through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders would be reduced, and these newly
issued securities might have rights, preferences or privileges senior to those
of existing stockholders.
 
 CRITICAL
ACCOUNTING POLICIES
 
 The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition, we
have identified the following significant policies as critical to the
understanding of our condensed financial statements. The preparation of our
condensed financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during the reporting
periods. Areas where significant estimation judgments are made and where actual
results could differ materially from these estimates are the carrying amount of
our intangible assets.
 
 We
believe the following is among the most critical accounting policies that impact
our financial statements:
 
 We
evaluate impairment of our long-lived assets by applying the provisions of SFAS
No. 144. In applying those provisions, we have not recognized any impairment
charge on our long-lived assets during the three-months ended September 30,
2007.
 
 We
suggest that our significant accounting policies, as described in our financial
statements in the Summary of Significant Accounting Policies and Organization,
be read in conjunction with this Management's Discussion and Plan of
Operations.
 
 10
 WITEL CORP.
 (A DEVELOPMENT STAGE COMPANY)
  Item 3. Controls and Procedures
 
 We
conducted an evaluation, under the supervision and with the participation of the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 as amended (the "Exchange Act")).
Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of the end of
the fiscal quarter covered by this Quarterly Report on Form 10-QSB were
effective at a reasonable assurance level to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
 
 There was
no change in our internal control over financial reporting during the fiscal
quarter covered by this Quarterly Report on Form 10-QSB that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
 
 Management
does not expect that our disclosure controls and procedures will prevent or
detect all errors or fraud. Any control system, no matter how well designed and
operated, is based upon certain assumptions and can provide only reasonable, but
not absolute, assurance that its objectives will be met. Further, no evaluation
of controls can provide absolute assurance that misstatements due to error or
fraud will not occur.
 
 PART
II -- OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings against it.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None.
 
 Item
3. Defaults Upon Senior Securities
 
 Not
applicable.
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
5. Other Information
  None.
 
 Item
6. Exhibits
 
 (a)
              The
      following exhibits are filed with this Quarterly Report or are
      incorporated herein by reference:
 
 Exhibit
 Number
              Description
  31.1
              Certification
      of the President and Chief Accounting Officer pursuant to Rule 13a-14(a)
      of the Securities Exchange Act of
1934.
 
 32.1
              Certification
      of the President and Chief Accounting Officer pursuant to 18 U.S.C Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
  11
 
 SIGNATURES
 
 Pursuant
to the requirements 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.
 
 
 March
      10, 2008
              WITEL
      CORP.
                
                /s/ James E.
      Renton
                James
      E. Renton
                President
      and Chief Executive Officer
                (Duly
      Authorized Officer and Principal
                Executive
      Officer and Principal Financial
                and
      Accounting Officer)






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