UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





**FORM
      10-QSB**




**x**  **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended September 30, 2007




**OR**





**o**  **TRANSITIONAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ___________ to _____________





Commission
      file number 333-144943




**WATCHTOWER,
      INC.**





Nevada
            
            98-0523909(state
                or other jurisdiction of incorporation or
              organization)
            
            (I.R.S.
                Employer Identification No.)





Watchtower,
      Inc.


c/o
      David
      Lubin & Associates, PLLC


26
      East
      Hawthorne Avenue


Valley
      Stream, NY 11580


(Address
      of principal executive offices)





Phone:
      (888)251-3422


**** (Issuer's telephone number)





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 o  No 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 o





As
      of
      November 12, 2007, 12,400,000 shares of common stock, par value
      $ 0.0001 per
      share, were outstanding.





Transitional
      Small Business Disclosure Format (Check One): Yes o No x









**Table
      of Contents**





Item
            Description
            
            Page**PART
                I –
                FINANCIAL INFORMATION**
            
            **3**Item
                1.
            Financial
                Statements
            
            3Item
                2.
            Management's
                Discussion and Analysis or Plan of Operation
            
            10Item
                3.
            Control
                and Procedures
            
            13**PART
                II – OTHER INFORMATION**
            
            **13**Item
                1.
            Legal
                Proceedings
            
            13Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            13Item
                3.
            Defaults
                Upon Senior Securities
            
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            13Item
                5.
            Other
                Information
            
            13Item
                6.
            Exhibits
            
            13Signatures
            
            14




2




**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1.****Financial
      Statements**




WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      BALANCE SHEET


SEPTEMBER
      30, 2007


(Unaudited)




ASSETSCurrent
                Assets:Cash
            
            $
            49,989Total
                Current Assets
            
            
            49,989Total
                Assets
            
            $
            49,989


LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                Liabilities:Account
                Payable
            
            $
            457Total
                Current Liabilities
            
            
            457Commitments
                and ContingenciesStockholders’
                Equity:Preferred
                Stock, $.0001 par value; 5,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -Common
                Stock, $.0001 par value; 500,000,000 shares authorized, 12,400,000
                shares
                issued and outstanding
            
            
            1,240Additional
                Paid-In Capital
            
            
            54,560Deficit
                Accumulated During the Development Stage
            
            
            (
                6,268
            )Total
                Stockholders’ Equity
            
            
            49,532Total
                Liabilities and Stockholders’ Equity
            
            $
            49,989





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





3





WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      STATEMENT OF OPERATIONS


(Unaudited)





For the PeriodFor the Three
            
            February 20, 2007Months Ended
            
            (Inception) ToSeptember 30, 2007
            
            September 30, 2007Net
                Revenues
            
            $
            -
            
            $
            -Costs
                and Expenses:Professional
                Fees
            
            
            50
            
            
            1,050Start
                Up Costs
            
            
            -
            
            
            1,103Other
                General and Administrative Expenses
            
            
            4,053
            
            
            4,115Total
                Costs and Expenses
            
            
            4,103
            
            
            6,268Net
                Loss
            
            $
            (
                4,103
            )
            $
            (
                6,268
            )Basic
                and Diluted Loss Per Share
            
            $
            (
                0.00
            )
            $
            (
                0.00
            )Weighted
                  Average Basic Common Shares Outstanding
            
            
            11,871,739
            
            
            11,760,515





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





4




WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      STATEMENT OF CASH FLOWS


(Unaudited)





For the PeriodFebruary 20, 2007(Inception) ToSeptember 30, 2007Cash
                Flows from Operating Activities:Net
                Loss
            
            $
            (
                6,268
            )Adjustments
                to Reconcile Net Loss to Net Cash Used in Operating
                Activities:Changes
                in Assets and Liabilities:Increase
                in Accounts Payable
            
            
            457Net
                Cash Used in Operating Activities
            
            
            (
                5,811
            )Cash
                Flows from Investing Activities:
            
            
            -Cash
                Flows from Financing Activities:Proceeds
                from Sale of Common Stock
            
            
            80,800Expenses
                of Public Offering
            
            
            (
                25,000
            )Net
                Cash Provided by Financing Activities
            
            
            55,800Increase
                in Cash
            
            
            49,989Cash
                –
                Beginning of Period
            
            
            -Cash
                – End of Period
            
            $
            49,989Supplemental
                Disclosures of Cash Flow Information:Interest
                Paid
            
            $
            -Income
                Taxes Paid
            
            $
            -





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





5





WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF STOCKHOLDERS’ EQUITY


FOR
      THE PERIOD FEBRUARY 20, 2007 (INCEPTION) TO SEPTEMBER 30, 2007


(Unaudited)





DeficitAdditional
            
            AccumulatedCommon
                Stock
            
            Paid-In
            
            During
                theShares
            
            Amount
            
            Capital
            
            Development
                Stage
            
            TotalBalance,
                February 20, 2007
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                Stock Issued to Founders at $.0001 Per Share, February 20,
                2007
            
            
            8,000,000
            
            
            800
            
            
            -
            
            
            -
            
            
            800Common
                Stock Issued to Private Investors, at $.01 Per Share, April 10,
                2007
            
            
            3,500,000
            
            
            350
            
            
            34,650
            
            
            -
            
            
            35,000Common
                Stock Issued Pursuant to Public Offering at $.05 Per Share, August
                24, 2007
            
            
            900,000
            
            
            90
            
            
            44,910
            
            
            -
            
            
            45,000Expenses
                of Public Offering
            
            
            -
            
            
            -
            
            
            (
                25,000
            )
            
            -
            
            
            (
                25,000
            )Net
                Loss for the Period
            
            
            -
            
            
            -
            
            
            -
            
            
            (
                6,268
            )
            
            (
                6,268
            )Balance,
                September 30, 2007
            
            
            12,400,000
            
            $
            1,240
            
            $
            54,560
            
            $
            (
                6,268
            )
            $
            49,532





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





6




WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




NOTE
      1
–  Organization
      and Basis of Presentation





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





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





In
      the
      opinion of the Company’s management, the accompanying unaudited condensed
      financial statements contain all adjustments (consisting of only normal
      recurring adjustments) necessary to present fairly the information set forth
      therein. These financial statements are condensed and therefore do not include
      all of the information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial statements.





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





The
      Company is a development stage company and has not commenced planned principal
      operations. The Company had no revenues and incurred a net loss of $4,103 for
      the three months ended September 30, 2007 and a net loss of $6,268 for the
      period February 20, 2007 (inception) to September 30, 2007. These factors raise
      substantial doubt about the Company’s ability to continue as a going concern.





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





The
      Company is attempting to address its lack of liquidity by raising additional
      funds, either in the form of debt or equity or some combination thereof. The
      Company has raised net proceeds of approximately $20,000 through an offering
      of
      its common stock during the quarter ended September 30, 2007. There can be
      no
      assurances that the Company will be able to raise the additional funds it
      requires.





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




NOTE
      2
      -  Summary
      of Significant Accounting Policies





Cash
      and Cash Equivalents





The
      Company considers all highly-liquid investments purchased with a maturity of
      three months or less to be cash equivalents.





7


WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




NOTE
      2
      -  Summary
      of Significant Accounting Policies (Continued)





Revenue
      Recognition





The
      Company utilizes the accrual method of accounting.





Advertising
      Costs





Advertising
      costs will be charged to operations when incurred. The Company did not incur
      any
      advertising costs during the period ended September 30, 2007.





Income
      Taxes





The
      Company accounts for income taxes using the asset and liability method described
      in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
      establish deferred tax assets and liabilities for the temporary differences
      between the financial reporting and the tax bases of the Company’s assets and
      liabilities at enacted tax rates expected to be in effect when such amounts
      are
      realized or settled. A valuation allowance related to deferred tax assets is
      recorded when it is more likely than not that some portion or all of the
      deferred tax assets will not be realized.





Loss
      Per Share





The
      computation of loss per share is based on the weighted average number of common
      shares outstanding during the period presented. Diluted loss per common share
      is
      the same as basic loss per common share as there are no potentially dilutive
      securities outstanding (options and warrants).





Research
      and Development





Research
      and development costs will be charged to expense in the period incurred. The
      Company did not incur any research and development costs during the period
      ended
      September 30, 2007.





Accounting
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles in the United States of America requires management to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities, the disclosures of contingent assets and liabilities at the date
      of
      the financial statements, and the reported amount of revenues and expenses
      during the reported period. Actual results could differ from those
      estimates.





Fair
      Value of Financial Instruments





The
      carrying value of cash and accounts payable approximates fair value because
      of
      the immediate or short-term maturity of these financial
      instruments.





Research
      and Development





Research
      and development costs will be charged to expense as incurred. The Company did
      not incur any research and development costs during the period ended September
      30, 2007.


8


WATCHTOWER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





Recently
      Issued Accounting Pronouncements





SAB
      108





In
      September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
      Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued
      in order to eliminate the diversity in practice surrounding how public companies
      quantify financial statement misstatements. SAB 108 requirements that
      registrants quantify errors using both a balance sheet and income statement
      approach and evaluate whether either approach results in a misstated amount
      that, when all relevant quantitative and qualitative factors are considered,
      is
      material. The Company has considered the SAB 108 to be not
      material.





SFAS
      157





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition
      of fair value and establishes a framework to make the measurement of fair value
      in generally accepted accounting principles more consistent and comparable.
      SFAS
      157 also requires expanded disclosures to provide information about the extent
      to which fair value is used to measure assets and liabilities, the methods
      and
      assumptions used to measure fair value, and the effect of fair value measures
      on
      earnings. SFAS 157 is effective for the Company’s year end 2008, although early
      adoption is permitted. The Company has considered SFAS 157 to be not
      material.





NOTE
      3
      -  Common
      Stock





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





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





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





Note
      4
      -  Preferred
      Stock





The
      Company’s Board of Directors may, without further action by the Company’s
      stockholders, from time to time, direct the issuance of any authorized but
      unissued or unreserved shares of preferred stock in series and at the time
      of
      issuance, determine the rights, preferences and limitations of each series.
      The
      holders of preferred stock may be entitled to receive a preference payment
      in
      the event of any liquidation, dissolution or winding-up of the Company before
      any payment is made to the holders of the common stock. Furthermore, the board
      of directors could issue preferred stock with voting and other rights that
      could
      adversely affect the voting power of the holders of the common
      stock.





9




**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operations.**





As
      used
      in this Form 10-QSB, references to the “Watchtower,” “Company,” ”we,” “our” or
“us” refer to Watchtower, Inc., unless the context otherwise
      indicates.





This
      Management’s Discussion and Analysis or Plan of Operations should be read in
      conjunction with the financial statements and the notes thereto.





**Forward-Looking
      Statements**





This
      Quarterly Report on Form 10-QSB contains forward-looking statements which relate
      to future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
      terminology. These statements are only predictions and involve known and unknown
      risks, uncertainties and other factors that may cause our or our industry’s
      actual results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance or
      achievements expressed or implied by these forward-looking
      statements.





While
      these forward-looking statements, and any assumptions upon which they are based,
      are made in good faith and reflect our current judgment regarding the direction
      of our business, actual results will almost always vary, sometimes materially,
      from any estimates, predictions, projections, assumptions or other future
      performance suggested herein.





For
      a
      description of such risks and uncertainties refer to our Registration Statement
      on Form SB-2 (Registration No. 333-144943) filed with the Securities and
      Exchange Commission (the “SEC”) on July 27, 2007, as amended on August 1, 2007
      and August 7, 2007 (the “Registration Statement”). Except as required under the
      federal securities laws and the rules and regulations of the Securities and
      Exchange Commission, we do not have any intention or obligation to update
      publicly any forward-looking statements or risk factors included herein, whether
      as a result of new information, future events, changes in assumptions or
      otherwise.





**Overview**





Watchtower
      was incorporated on February 20, 2007 under the laws of the State of Nevada.
      We
      have not generated any revenue to date and our operations have been limited
      to
      organizational, start-up, and fund raising activities. We are focused on
      becoming involved in the growing market for renewable and environmentally
      sustainable energy and intend to market and resell agricultural based bio-diesel
      fuels. Bio-diesel is fuel made from vegetable oils or animal fats which can
      be
      used in existing diesel engines. Our goal is to source various available
      agri-biodiesel fuel products from many producers internationally and offer
      renewable alternatives to petroleum based fuels in the United States.





Our
      objective is to purchase agri-diesel from foreign producers and ship the fuel
      to
      the United States. There, the company will store the fuel and ultimately sell
      and ship to the entire continental United States. Ultimately our goal is to
      become an industry leader in the marketing and reselling of agri-biodiesel
      fuels
      in the United States.





10





In
      April
      2007, we raised an aggregate of $35,000 from 39 investors in a private
      placement. These funds were used by us primarily in connection with the
      preparation of out Registration Statement relating to (i) the resale of
      3,500,000 shares of our common stock, par value $0.0001 per share which were
      issued and outstanding and offered and sold by the holders thereof, and (ii)
      the
      sale of up to 5,000,000 shares of common stock, par value $0.0001 per share,
      to
      be offered and sold by us. The 5,000,000 shares offered by the Company were
      offered and sold at a price of $0.05 per share on a "best efforts basis" by
      our
      directors and officers.





On
      August 24, 2007, we concluded and terminated our public offering held in
      accordance with the Registration Statement on Form SB-2, which was declared
      effective by the SEC on August 20, 2007. Although pursuant to the Registration
      Statement the offering could have remained open for as long as 180 business
      days
      after the date of the prospectus, we terminated the offering because we believed
      that additional funds would not have been raised pursuant to the offering.
      Prior
      to the conclusion of the offering, the Company had sold to 9 persons an
      aggregate of 900,000 shares of its common stock for a purchase price of $0.05
      per share, amounting in the aggregate to $45,000. We incurred expenses of
      $25,000 in connection with this offering.





We
      currently have no employees other than our officers, who are also our directors.





**Plan
      of Operation**





Our
      products are intended to be utilized as an alternative fuel or as an additive
      to
      traditional fuel to the entire U.S. population. Consequently it our goal to
      have
      our fuel be easy to obtain and competitively priced to our target market. For
      the goals to be realized, a comprehensive business plan must be established,
      a
      qualified management team must be retained, strong supplier relationships must
      be established, shipping contracts secured, storage facilities leased and
      delivery to end reseller procured. Additionally, a substantial marketing plan
      would have to be developed. As this would require considerable time and
      financial resources, we intend to approach these goals in an incremental
      fashion. Over the course of the next twelve month period we plan to do the
      following:





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





·
            Phase
                II -




A) ***Establish
      Supplier Relationships -*** Bio-diesel
      fuels are produced in many different countries spanning the globe. These areas
      include Malaysia, Asia, South America and Europe. In order to be able to meet
      the demands of the U.S. market, it will be imperative that we establish strong
      supplier relations from various regions of the world. This will allow us to
      meet
      demand as well as mitigate any minor supply issues that are sure to arise from
      time to time for any number of reasons including climate and/or political
      issues. Suppliers will be identified and selected based on the quality of their
      product, volume capacity and ability to deliver the product in a timely fashion.
      As bio-diesel grows as an industry, we expect the need to constantly monitor
      new
      suppliers that will appear on the market to ensure our competitiveness in the
      industry.





B) ***Secure
      Distribution-*** Distribution
      of bio-diesel is complex due to the many challenges that the industry faces.
      Shipping the fuel to the U.S. is the first leg of the journey. Once the fuel
      is
      in the U.S. it must be stored at a facility until arrangements can be made
      to
      distribute the fuel to the reseller by rail, water or road. As fuel storage
      facilities are limited, it is imperative for us to obtain agreements with
      storage facilities in the various port cities that have fuel storage facilities.
      Once storage facilities are procured, distribution to the reseller by rail,
      water or road must be arranged. Each delivery method has challenging issues
      that
      must be anticipated. Rail challenges include a limited number of railcars and
      high incidence of service delays by the railways. Barge resources and increased
      security at U.S. ports are issued that must be navigated and due to the weight
      of the fuel, truck capacity is limited. Due to the limitations of each
      transportation mode, it is necessary to utilize all three to
      optimization.





11





·
            Phase
                III -***Marketing-***Once
                the agri-diesel has been obtained from the supplier and shipped to
                the
                U.S. it will be sold and delivered to two distinct groups, users
                and
                resellers of agri-diesel fuels. We will first attempt to form agreements
                with blue chip customers. These are generally customers that can
                guarantee
                a significant need for agri-diesel fuel. This would include various
                major
                cruise lines, maritime fueling companies and other large industry
                users of
                fuel. By obtaining these relationships we hope to build a solid base
                of
                loyal business clientele. In addition to business clientele, we hope
                to
                forge relationships with branded and unbranded fuel resellers. As
                agri-diesel can be blended with petroleum fuel on any level without
                engine
                modification, our aim is to provide the agri-fuel as a cost benefit
                to the
                resellers by allowing them to sell additional fuel at a cheaper cost.
                Establishing these relationships are vital to our
                success.





**Liquidity
      and Capital Resources**





Our
      balance sheet as of September 30, 2007 reflects cash assets in the amount of
      $49,989. Cash and cash equivalents from inception to date have been sufficient
      to provide the operating capital necessary to operate to date.





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




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




**Going
      Concern Consideration**





We
      incurred a net loss of $4,103 during the quarter ended September 30,
      3007.





The
      Company is a development stage company and has not commenced planned principal
      operations. The Company had no revenues and incurred a net loss of $4,103 for
      the quarter ended September 30, 2007 and a net loss of $6,268 for the period
      of
      February 20, 2007 (inception) to September 30, 2007. These factors raise
      substantial doubt about the Company’s ability to continue as a going
      concern.





The
      financial statements contained herein for the period ending September 30, 2007,
      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. For the reasons discussed herein and in the footnotes to our
      financial statements included herein, there is a significant risk that we will
      be unable to continue as a going concern. Our audited financial statements
      included in our Registration Statement on Form SB-2 (Registration No.
      333-144943) for the period ending June 30, 2007, contain additional note
      disclosures describing the circumstances that lead to this disclosure by our
      independent auditors.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





12




**Item
      3. Controls and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive and financial officer has
      reviewed the effectiveness of our “disclosure controls and procedures” (as
      defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
      within the end of the period covered by this Quarterly Report on Form 10-QSB
      and
      has concluded that the disclosure controls and procedures are effective to
      ensure that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our principal
      executive and financial officer.





**Changes
      in Internal Controls over Financial Reporting**





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





**PART
      II**


**OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings.**





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





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





None.


**Use
        of Proceeds**
  On
        August
        24, 2007, we concluded and terminated our public offering held in accordance
        with the Registration Statement filed on Form SB-2 (Registration No.
        333-144943), which was declared effective by the SEC on August 20, 2007.
        Although pursuant to the Registration Statement the offering could have remained
        open for as long as 180 business days after the date of the prospectus, we
        terminated the offering because we believed that additional funds would not
        have
        been raised pursuant to the offering. Prior to the conclusion of the offering,
        the Company had sold to 9 persons an aggregate of 900,000 shares of its common
        stock for a purchase price of $0.05 per share, amounting in aggregate to
        $45,000. We incurred expenses of $25,000 in connection with this offering.
        The
        net proceeds of the offering will be used for working capital.




**Item
      3. Defaults Upon Senior Securities.**





None.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended September 30, 2007.





**Item
      5. Other Information.**





None.





**Item
      6. Exhibits**





ExhibitNo.
            
            Description31.1
            
            Rule
                13a-14(a)/15d14(a) Certification of Yisroel Guttfreund (Attached
                Hereto)32.1
            
            Section
                1350 Certifications (Attached
                Hereto)




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**SIGNATURES**




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





Dated:
                November 12, 2007WATCHTOWER,
                INC.By:
            /s/ Yisroel
                GuttfreundName:
            Yisroel
                GuttfreundTitle:
            President
                and Chief Executive Officer, Chairman,and
                Director (Principal Executive, Financial, andAccounting
                Officer)




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