UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




For
the quarterly period ended: June 30, 2008




OR




[   ] 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)
            20-8734462
              (I.R.S.
      Employer Identification No.)1800
      Century Park East, Suite 600
              Los
      Angeles, CA
              (Address
      of Principal Executive Offices)
            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 [   ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.





Large
      accelerated filer [   ]
            Accelerated
      filer [   ]Non-accelerated
      filer [   ] (Do not check if a smaller reporting
      company)
            Smaller
      reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes [X ]
No [   ]





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has 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
[   ]  No [   ]





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: As of August 14, 2008, the number of
shares outstanding of the issuer’s sole class of common stock, par value, $0.001
per share, is 6,450,000.










TABLE
OF CONTENTS








PART I – FINANCIAL
      INFORMATION
            3Item 1.Financial
      Statements
            3Report of
      Independent Registered Public Accounting Firm
            4Balance
    Sheet
            5Statements of
      Operations
            6Statements of Cash
      Flows
            7Notes to Financial
      Statements
            8Item 2. Management's Discussion
      and Analysis of Financial Conditions and Results of
      Operations
            11Results of
      Operations
            13Three months ended
      June 30, 2008 compared with the three months ended June 30, 2007
            14Liquidity and Capital Resources
            16Off-Balance Sheet Arrangements
            16- Revenue Recognition
            17- Inventory
            17- Contingencies
            18Item 3. Quantitative and
      Qualitative Disclosures about Market Risk
            18Item 4. Controls and
      Procedures
            18Item 4T. Controls and
      Procedures
            18PART II – OTHER
      INFORMATION
            19Item 1. Legal
      Proceedings
            19Item 1A. Risk
      Factors
            19Item 2. Unregistered Sales of
      Equity Securities and Use of Proceeds
            19Item 3. Defaults Upon Senior
      Securities
            20Item 4. Submission of Matters
      to a Vote of Security Holders
            20Item 5. Other
      Information
            20Item 6.
    Exhibits
            20SIGNATURES
            21CERTIFICATION PURSUANT TO
      SECTION 302 (a)OF THE
      SARBANES-OXLEY ACT OF 2002CERTIFICATION PURSUANT TO
      SECTION 302 (a)OF THE
      SARBANES-OXLEY ACT OF 2002CERTIFICATION PURSUANT TO 18
      U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
      SARBANES-OXLEY ACT OF 2002CERTIFICATION PURSUANT TO 18
      U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
      SARBANES-OXLEY ACT OF 2002





2




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)
  PART I – FINANCIAL
INFORMATION
 
 Item 1.  Financial
Statements
  3




MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
  
   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
  To the
Board of Directors
 WiTel
Corp.
 (A
Development Stage Company)
 
 We have
reviewed the accompanying condensed balance sheet of WiTel Corp. as of June 30,
2008, and the related condensed statements of operations, stockholders’ equity
(deficit), and cash flows for the three-month and six-month periods ended June
30, 2008, 2007 and from inception on February 20, 2007 through June 30, 2008.
These interim financial statements are the responsibility of the Corporation’s
management.
 
 We
conduct our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
 
 Based on
our reviews, we are not aware of any material modifications that should be made
to such condensed financial statements for them to be in conformity with
accounting principles generally accepted in the United States of
America.
 
 We have
previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of WiTel Corp. as
of December 31, 2007, and the related statements of income, stockholders’ equity
and cash flows for the year then ended (not presented herein); and in our report
dated March 28, 2008, we expressed an opinion with a going concern paragraph on
those financial statements.  In our opinion, the information set forth
in the accompanying balance sheet as of December 31, 2007 is fairly stated, in
all material respects, in relations to the balance sheet from which it has been
derived.
 
 
 
 /s/
Moore & Associates, Chartered
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 August
13, 2008
 
  2675 S. JONES BLVD. SUITE
109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax:
(702)253-7501


4


WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)




Balance Sheet






June
      30,
                2008
              (Unaudited)
            
            
            December
      31, 2007
                (Audited)AssetsCurrent
      assetsCash
            
            $
            11,739
            
            
            
            13,936Inventory (Note 2)
            
            
            23,000
            
            
            
            23,000Total
      current assets
            
            
            34,739
            
            
            
            36,936Total
      assets
            
            $
            34,739
            
            
            
            36,936Liabilities
      and Stockholders’ EquityCurrent
      liabilitiesAccounts payable
            
            
            9,000
            
            
            
            -Total
      current liabilities
            
            
            9,000
            
            
            
            -Total
      liabilities
            
            
            9,000
            
            
            
            -Stockholders’
      equityCommon
      stock - $.001 par value, authorized: 75,000,000 shares,
              6,250,000
      and 6,100,000 shares issued and outstanding as of
              June
      30, 2008 and December 31, 2007 (Note 4)
            
            
            6,250
            
            
            
            6,100Additional paid-in
      capital
            
            
            146,100
            
            
            
            96,250Accumulated
deficit
            
            
            (126,611
            )
            
            
            (65,414
            )Total
      stockholders’ equity
            
            
            25,739
            
            
            
            36,936Total
      liabilities and stockholders’ equity
            
            $
            34,739
            
            
            
            36,936





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




5




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)
  Statements of
Operations






For
      the Three
              Months
      Ended
            
            
            For
      the Six Months Ended
            
            
            For
      the Period from inception (Feb. 20, 2007) to
            
            
            For
      the Period
              from
      inception
              (February
      20, 2007) toJune
      30, 2008
              (Unaudited)
            
            
            June
      30, 2007
              (Unaudited)
            
            
            June
      30, 2008
              (Unaudited)
            
            
            June
      30, 2007
              (Unaudited)
            
            
            June
      30, 2008
                (Unaudited)Revenues
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            17,500Expenses:General
      and Administrative
            
            $
            4,365
            
            
            
            4,934
            
            
            $
            11,898
            
            
            
            6,934
            
            
            
            42,628Research
      and Development
            
            
            7,000
            
            
            
            -
            
            
            
            7,000
            
            
            
            -
            
            
            
            9,000Website
      Development
            
            
            -
            
            
            
            -
            
            
            
            5,400
            
            
            
            -
            
            
            
            14,333Software
      Development
            
            
            8,150
            
            
            
            -
            
            
            
            13,150
            
            
            
            -
            
            
            
            18,150Professional
      Fees
            
            
            10,150
            
            
            
            3,000
            
            
            
            23,750
            
            
            
            28,000
            
            
            
            56,250Stock
      Based Compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,750
            
            
            
            3,750Net
      Loss
            
            $
            (29,665
            )
            
            
            (7,934
            )
            
            $
            (61,198
            )
            
            
            (38,684
            )
            
            
            (126,611
            )Basic
      and diluted loss per share
            
            $
            (0.005
            )
            
            
            (0.002
            )
            
            
            (0.01
            )
            
            
            (0.008
            )
            
            
            (0.02
            )Weighted
      average number of common shares outstandingused
      to calculate basic anddiluted
      loss per share
            
            
            5,904,098
            
            
            
            4,856,557
            
            
            
            5,904,098
            
            
            
            4,856,557





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




6


WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)
  Statements of Cash
Flows




For
      the Six Months Ended
              June
      30,2008
              (Unaudited)
            
            
            For
      the period from February 20, 2007 (Inception) through June 30,
      2007
              (Unaudited)
            
            
            For
      the period from February 20, 2007 (Inception) through June 30,
      2008
              (Unaudited)Cash
      flows from operating activitiesNet loss
            
            $
            (61,198
            )
            
            $
            (38,684
            )
            
            $
            (126,611
            )Adjustments to reconcile net loss
      to cashprovided
      by operating activities:Depreciation
      and amortization
            
            
            -
            
            
            
            -
            
            
            
            -Stock
      based compensation
            
            
            -
            
            
            
            3,750
            
            
            
            3,750Changes in assets and
      liabilities:Organizational
    costs
            
            
            -
            
            
            
            -
            
            
            
            -Inventories
            
            
            -
            
            
            
            (23,000
            )
            
            
            (23,000
            )Accounts payable
            
            
            9,000
            
            
            
            15,350
            
            
            
            9,000Loans from
    shareholder
            
            
            -
            
            
            
            17,500
            
            
            
            -Net
      cash provided by (used in) operating activities
            
            
            (52,198
            )
            
            
            (25,084
            )
            
            
            (136,861
            )Cash
      flows from investing activitiesWebsite
development
            
            
            -
            
            
            
            (9,000
            )
            
            
            -Accumulated amortization,
      website
            
            
            -
            
            
            
            67
            
            
            
            -Net
      cash Provided by (used in) investing activities
            
            
            -
            
            
            
            (8,933
            )
            
            
            -Cash
      flows from financing activitiesCapital stock
            
            
            150
            
            
            
            6,000
            
            
            
            6,250Stock based
      compensation
            
            
            -
            
            
            
            (3,750
            )
            
            
            (3,750
            )Paid-in capital
            
            
            49,850
            
            
            
            46,350
            
            
            
            146,100Net
      cash provided by (used in) financing activities
            
            
            50,000
            
            
            
            48,600
            
            
            
            148,600Net
      increase (decrease) in cash and cash equivalents
            
            
            (2,198
            )
            
            
            14,583
            
            
            
            11,739Cash and cash
      equivalents, beginning of period
            
            
            13,936
            
            
            
            -
            
            
            
            -Cash and cash
      equivalents, end of period
            
            $
            11,739
            
            
            $
            14,583
            
            
            $
            11,739Supplemental
      disclosure of cash flow informationCash paid during the period
      for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxesIncome taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -





The
accompanying notes are an integral part of these financial
statements




7




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 $126,611. 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 (Wi-Fi) 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 March
31, 2008, 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, 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 for proceeds of $50,000, which has been
received by the Company. In March 2008, the Company entered into a private
placement offering for 150,000 shares at $0.33 per share for proceeds of
$50,000, which has been received by the Company. In July 2008, the Company
entered into a private placement offering for 200,000 shares at $0.25 per share
for proceeds of $50,000, which has been received by the Company.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




BASIS
OF PRESENTATION




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




USE
OF ESTIMATES AND ASSUMPTIONS




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




INTERIM
FINANCIAL STATEMENTS




The
financial statements for the three months ended June 30, 2008 and June 30, 2007
and for the six months ended June 30, 2008 and for the period from February 20,
2007 (inception) through June 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
December 31, 2007 as reflected in our Form 10-K 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.




8




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)


INCOME
TAXES




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




NET
LOSS PER SHARE




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




STOCK-BASED
COMPENSATION




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




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




RESEARCH
AND DEVELOPMENT COSTS




Research
and development costs are expenses as incurred.




RECENT
ACCOUNTING PRONOUNCEMENTS




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




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




9




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)


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




NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS




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




NOTE
4 - CAPITAL STOCK




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




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




PRIVATE
PLACEMENTS




In April
2007, the Company authorized a private placement offering of up to 2,250,000
shares of common stock at a price of $0.02 per share for a total amount of
$48,600, which was received by the Company as of May 1, 2007 from the sale of
its private placement stock to 18 accredited investors in a transaction that is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Act”) in reliance on Section 4(2) of the Act. In October 2007, the
Company authorized and issued 100,000 shares at $0.50 per share for total
proceeds of $50,000 to an institutional investor in an exempt transaction in
reliance on Section 4(2) and Regulation S of the Act. In March 2008, the Company
authorized and issued 150,000 shares at $0.33 per share for total proceeds of
$50,000 to an institutional investor in an exempt transaction in reliance on
Section 4(2) and Regulation S of the Act. In July 2008, the Company authorized
and issued 200,000 shares at $0.25 per share for total proceeds of $50,000 to an
institutional investor in an exempt transaction in reliance on Section 4(2) and
Regulation S of the Act.




NOTE
6 - INCOME TAXES




As of
June 30, 2008, the Company had net operating loss carry forwards of
approximately $126,611 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.




10




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)




Item
2. Management's Discussion and Analysis of Financial Conditions and Results of
Operations




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 Annual Report on Form 10-K (SEC file no.
333-145134).




Special
Note Regarding Forward Looking Statements




This
Quarterly Report on Form 10-Q 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-Q 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-Q 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-K.




Examples
of forward looking statements in this Quarterly Report on Form 10-Q 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;


·
            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).




11


WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)


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-Q, "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 June 30, 2008
and June 30, 2007 and for the six months ended June 30, 2008 and for the period
from February 20, 2007 (inception) through June 30, 2007. You should refer to
the Financial Statements and related Notes in conjunction with this
discussion.




12




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)


Results
of Operations




The
following table summarizes the results of our operations during the six months
ended June 30, 2008 and for the period from February 20, 2007 (inception)
through June 30, 2007 and provides information regarding the dollar and
percentage increase or (decrease) from the current fiscal period to the
comparable prior fiscal period:





Statement
of Income


For the
six months ended June 30, 2008 and


from
February 20, 2007 (inception) through June 30, 2007




June
      30,
              2008
            
            
            June
      30,
              2007
            
            
            $
      Increase
              (Decrease)
            
            
            %
      Increase
              (Decrease)Net
      revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            
            0.0Operating
      expenses
            
            
            61,198
            
            
            
            34,934
            
            
            
            26,264
            
            
            
            75.2Income
      (loss) from continuing operations
            
            
            (61,198
            )
            
            
            (34,934
            )
            
            
            (26,264
            )
            
            
            75.2Other
      income (loss)
            
            
            -
            
            
            
            (3,750
            )
            
            
            (3,750
            )
            
            
            (100.0
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            0.0Net
      income (loss) from continuing operations
            
            
            (61,198
            )
            
            
            (38,684
            )
            
            
            22,514
            
            
            
            58.2Earnings
      (loss) per common share:Basic and
      fully-diluted
            
            
            (0.01
            )
            
            
            (0.008
            )
            
            
            0.002
            
            
            
            25.0Weighted
      average common shares outstanding:Basic and
      fully-diluted
            
            
            5,904,098
            
            
            
            4,856,557
            
            
            
            1,047,541
            
            
            
            21.6





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 from operations but only minimal revenue from the discharge of
related party indebtedness.




In our
annual report on Form 10-K, our auditors have issued a "going concern" opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated any revenues from operations
and we do not anticipate any revenues from operations until we have completed
our business plan and have raised additional financing. Accordingly, we must
raise cash from sources other than from the sale of our products and services.
Our only other source for cash at this time is investments by others in us. We
must raise cash to implement our business strategy and stay in business. Our
ability to develop new products and services will determine our success or
failure.




As of
June 30, 2008, we had $11,739 cash on hand and in the bank. Management does
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 March 2008, the Company issued 150,000 shares at
$0.33 per share, under a private placement, for $50,000, in a transaction exempt
under Section 4(2) of the Act, as amended to an institutional investor. In July
2008, the Company issued 200,000 shares at $0.25 per share, under a private
placement, for $50,000, in a transaction exempt under Section 4(2) of the Act,
as amended to an institutional investor.




13




WITEL CORP.
 (A DEVELOPMENT STAGE
COMPANY)


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 with nominal
assets 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 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 and the preceding paragraphs, 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.




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




Three
months ended June 30, 2008 compared with the three months ended June 30,
2007




Net sales
for the three months ended June 30, 2008 were $0, with a change of $0 or 0% from
net sales of $0 for the three months ended June 30, 2007.  The lack of
change is due to our development stage and that we have yet to commence
sales.




Operating
expenses include general and administrative expenses, research and development
expenses, website development expenses, software development expenses and
professional fees. In total, operating expenses increased $21,731 or273.9% to
$29,665 for the three months ended June 30, 2008 from $7,934 for the three
months ended June 30, 2007. The components of operating expenses are discussed
below.





·
            General
      and administrative expenses decreased by $569 between 2008 and 2007 to
      $4,364 from $4,934 or 11.5%. General and administrative expenses as a
      percentage of net sales in not meaningful. The decrease between 2008 and
      2007 is primarily attributable to decreases in
  advertising.





·
            Research
      and development expenses increased by $7,000 between 2008 and 2007 to
      $7,000 from $0. Research and development expenses as a percentage of net
      sales in not meaningful. The increase between 2008 and 2007 is primarily
      attributable to expenses associated with our telephone operating
      system.




14


WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


·
            Website
      development costs were not incurred in the three months ended June 30,
      2008 or 2007.





·
            Software
      development increased $8,150 in 2008 compared to 2007 to $8,150 from $0.
      This increase was primarily due to costs associated with development our
      operating system for our telephones and FCC certification. Software
      development expenses as a percent of net sales is not
      meaningful.





·
            Professional
      fees increased $7,150 between 2008 and 2007 to $10,150 from $3,000. This
      increase was primarily due to the increase in our regulatory filings in
      2008. Professional fees as a percentage of net sales is not
      meaningful.





·
            Stock
      based compensation was not incurred in the comparable periods in 2008 and
      2007.





Net loss
increased by $21,731 resulting in a loss of $29,665 for the three months ended
June 30, 2008 from a net loss of $7,934 for the three months ended June 30,
2007. As a percentage of net sales, net loss is not meaningful.




Six
months ended June 30, 2008 compared with the period from February 20, 2007
(inception) through June 30, 2007




Net sales
for the six months ended June 30, 2008 and for the period from February 20, 2007
(inception) through June 30, 2007, were $0 and $0, respectively with no change.
The lack of change is due to our development stage and that we have yet to
commence sales.




Operating
expenses include general and administrative expenses, research and development
expenses, website development expenses, software development expenses and
professional fees. In total, operating expenses increased $22,514 or58.2% to
$61,198 for the six months ended June 30, 2008 from $38,684 for the period from
February 20, 2007 (inception) through June 30, 2007. The components of operating
expenses are discussed below.





·
            General
      and administrative expenses increased by $4,964 between 2008 and 2007 to
      $11,898 from $6,934 or 71.6%. General and administrative expenses as a
      percentage of net sales in not meaningful. The increase between 2008 and
      2007 is primarily attributable to increases in consulting fees and
      miscellaneous expenses.





·
            Research
      and development expenses increased by $7,000 between 2008 and 2007 to
      $7,000 from $0. Research and development expenses as a percentage of net
      sales in not meaningful. The increase between 2008 and 2007 is primarily
      attributable to expenses associated with our telephone operating
      system.





·
            Website
      development increased $5,400 to $5,400 in 2008 from $0 in 2007. The
      increase was due to the expenditures on our website in 2008. Website
      development expenses as a percent of net sales are not
      meaningful.





·
            Software
      development increased $13,150 between 2008 and 2007 to $13,150 from $0.
      This increase was primarily due to costs associated with development our
      operating system for our telephones. Software development expenses as a
      percent of net sales is not
meaningful.





·
            Professional
      fees decreased $4,250 between 2008 and 2007 to $23,750 from $28,000. This
      decrease was primarily due to decreased legal and accounting fees
      associated with the filing of our registration statement in 2007.
      Professional fees as a percentage of net sales is not
      meaningful.





·
            Stock
      based compensation decrease d$3,750 between 2008 and 2007 to $0 from
      $3,750. This decrease is due to the initial issuance of stock to our
      founders in 2007. Stock based compensation as a percentage of net sales is
      not meaningful.





Net loss
increased by $22,514 resulting in a loss of $61,198 for the six months ended
June 30, 2008 from a net loss of $38,684 for the period from February 20, 2007
(inception) through June 30, 2007. As a percentage of net sales, net loss is not
meaningful.




15


WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


Income
Tax Expense (Benefit)





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





Impact
of Inflation





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





Capital
Expenditures





The
Company expended no amounts on capital expenditures for the three months ended
June 30, 2008 and June 30, 2007, respectively.





Liquidity
and Capital Resources





We had
net losses of $61,198, $38,684 and $126,611 for the six months ended June 30,
2008, for the period from February 20, 2007 (inception) through June 30, 2007
and for the period from February 20, 2007 through June 30, 2008, respectively,
and had a working capital surplus of $25,739 and $36,936 at June 30, 2008 and
December 31, 2007, respectively.





Our
working capital surplus at June 30, 2008 decreased to $25,739, which represents
a decrease in working capital of $11,197 from a working capital surplus of
$36,936 as of December 31, 2007.





Cash flow
used in operating activities was $52,198, $25,084 and $136,861 for the six
months ended June 30, 2008 and for the period from February 20, 2007 (inception)
through June 30, 2007 and for the period from February 20, 2007 (inception)
through June 30, 2008, respectively. Cash flow used in operating activities in
the current period can be attributed to professional fees.





Cash
flows used in investing activities was $0, $8,933 and $0 for the six months
ended June 30, 2008 and for the period from February 20, 2007 (inception)
through June 30, 2007 and for the period from February 20, 2007 (inception)
through June 30, 2008, respectively. Cash flow used in investing activities in
the prior comparable period was for website development.





Cash flow
provided from financing activities was $50,000, $48,600 and $148,600 for the six
months ended June 30, 2008 and for the period from February 20, 2007 (inception)
through June 30, 2007 and for the period from February 20, 2007 (inception)
through June 30, 2008, respectively. Cash flow provided by financing activities
in the current period can be attributed to subscriptions for shares of common
stock.





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 worst 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.




16


WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


The
Company had no formal long term lines or credit or other bank financing
arrangements as of June 30, 2008.





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





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





Off-Balance
Sheet Arrangements





None.





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 June 30,
2008.





We
suggest that our significant accounting policies, as described in our financial
statements in the Summary of Significant Accounting Policies, be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition and Results of Operations.





-
Revenue Recognition





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





-
Inventory





We value
our inventory at the lower of the actual cost to purchase the inventory or the
current estimated market value of the inventory. We regularly review inventory
quantities on hand and record a provision for excess and obsolete inventory
based primarily on our estimated forecast of product demand and production
requirements for the future.





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





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




17




WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


-
Contingencies





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





Item
3. Quantitative and Qualitative Disclosures about Market Risk





Not
required.





Item
4. 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-Q 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-Q 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.





Item
4T. Controls and Procedures





Management's
Annual Report on Internal Control over Financial Reporting





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




18


WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control— Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on our evaluation, our management concluded that our internal control over
financial reporting was effective as of June 30, 2008.





Changes
in Internal Controls over Financial Reporting





During
the period ended June 30, 2008, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





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





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





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings





None.





Item
1A. Risk Factors





Not
required.





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





(a) PRIOR
SALES OF COMMON SHARES





Set forth
below is information regarding our issuance and sales of securities without
registration since inception. For all of these issuances and sales, we did not
use an underwriter, we did not advertise or publicly solicit the shareholders,
we did not pay any commissions and the securities bear a restrictive
legend.





We are
authorized to issue up to 75,000,000 shares of common stock with a par value of
$0.001. We are not listed for trading on any securities exchange in the United
States and there has been no active market in the United States or elsewhere for
the common shares.





During
the past two quarters, we have sold the following securities, which we did not
register under the Securities Act of 1933, as amended in reliance upon the
exemption contained in Section 4(2) of the Securities Act of 1933, as
amended:





In
October 2007, the Company authorized and issued 100,000 shares at $0.50 per
share for total proceeds of $50,000 to an institutional investor in an exempt
transaction in reliance on Section 4(2) and Regulation S of the
Act.




19


WITEL CORP. (A DEVELOPMENT STAGE
COMPANY)


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





In July
2008, the Company authorized and issued 200,000 shares at $0.25 per share for
total proceeds of $50,000 to an institutional investor in an exempt transaction
in reliance on Section 4(2) and Regulation S of the Act.





(b) USE
OF PROCEEDS





We have
spent a portion of the above proceeds to pay for inventory, costs associated
with developing our product and our website and for professional fees as well as
administrative expenses.





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




3.1
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 of the
      Registration Statement on Form SB-2 and SB-2/A filed on August 3, 2007 and
      September 14, 2007, respectively).
 
 3.2
              Bylaws
      (incorporated by reference to Exhibit 3.1 of the Registration Statement on
      Form SB-2 and SB-2/A filed on August 3, 2007 and September 14, 2007,
      respectively).
 
 4.1
              Lockup
      Agreement dated July 1, 2007 (incorporated by reference to Exhibit 4.1 of
      the Registration Statement on Form SB-2 and SB-2/A filed on August 3, 2007
      and September 14, 2007,
respectively).
 
 15
              Consent
      of Moore and Associates, Chartered, dated August 13,
  2008*.


31.1
            Certification
      of the President and Chief Executive Officer pursuant to Rule 13a-14(a) of
      the Securities Exchange Act of 1934*.31.2
            Certification
      of the Chief Accounting Officer pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934*.





32.1
            Certification
      of the President and Chief Executive Officer pursuant to 18 U.S.C Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*.





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




20


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.






WITEL CORP.August
      14, 2008
              By:
              /s/ James
      E. RentonJames
      E. RentonPresident
      and Chief Executive Officer (Principal Executive Officer) and Chief
      Financial Officer (Principal Accounting and Financial
    Officer)
   21