UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarter ended September 30, 2009





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





For the
transition period from _____ to _____





Commission
File Number: 333-144943





WATCHTOWER,
INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
            
            98-0523909(State
      of incorporation)
            
            (IRS
      Employer ID Number)





100 Henry
Street, Brooklyn, New York 11201


(Address
of principal executive offices)





(718)
624-5000


(Issuer's
telephone number)





________________________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes xNo 





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





Large
      accelerated
      filer             
      o
            
            Accelerated
      filer                                                      
      oNon-accelerated
      filer                     o
              (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 o





The
number of shares of the issuer’s common stock issued and outstanding as of
November 13, 2009 was ­­­12,400,000 shares.














TABLE
OF CONTENTS





PagePART
      IItem
      1. Financial Statements
            1Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            7Item
      3 Quantitative and Qualitative Disclosures About Market
    Risk
            13Item
      4 Controls and Procedures
            14PART
      IIItem
      1. Legal Proceedings
            15Item
      IA. Risk Factors
            15Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            15Item
      3. Defaults Upon Senior Securities
            15Item
      4. Submission of Matters to a Vote of Security Holders
            15Item
      5. Other Information
            15Item
      6. Exhibits
            15





PART
I


FINANCIAL
INFORMATION





Item
1.     Financial Statements.





WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED BALANCE
SHEET
  ASSETS
 
 September 30, 2009
                
                
                December 31, 2008(Unaudited)Current
      Assets
                
                $
                -
                
                
                $
                -Total
      Current Assets
                
                
                -
                
                
                
                -Total
      Assets
                
                $
                -
                
                
                $
                -LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCurrent
      Liabilities:Bank
      Overdraft
                
                $
                34
                
                
                $
                43Accounts
      Payable
                
                
                1,878
                
                
                
                6,133Loans
      Payable
                
                
                27,850
                
                
                
                13,400Loans
      Payable - Related Party
                
                
                9,274
                
                
                
                -Total
      Current Liabilities
                
                
                39,036
                
                
                
                19,576Commitments
      and ContingenciesStockholders’
      Deficiency:Preferred
      Stock, $.0001 par value; 5,000,000 sharesauthorized,
      none issued and outstanding
                
                
                -
                
                
                
                -Common
      Stock, $.0001 par value; 500,000,000 sharesauthorized,
      12,400,000 shares issued and outstanding
                
                
                1,240
                
                
                
                1,240Additional
      Paid-In Capital
                
                
                54,560
                
                
                
                54,560Deficit
      Accumulated During the Development Stage
                
                
                (94,836
                )
                
                
                (75,376
                )Total
      Stockholders’ Deficiency
                
                
                (39,036
                )
                
                
                (19,576
                )Total
      Liabilities and Stockholders’ Deficiency
                
                $
                -
                
                
                $
                -
 The
accompanying notes are an integral part of these financial
statements.
 1
 
 WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF
OPERATIONS
 (Unaudited)
   For the
                
                
                For the
                
                
                For the PeriodNine Months Ended
                
                
                Quarter Ended
                
                
                February 20, 2007September 30,
                
                
                September 30,
                
                
                (Inception) To2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                September 30, 2009Net
      Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Costs
      and Expenses:Professional
      Fees
                
                
                14,604
                
                
                
                28,450
                
                
                
                3,500
                
                
                
                7,500
                
                
                
                53,629Consulting
      Fees
                
                
                -
                
                
                
                14,500
                
                
                
                -
                
                
                
                -
                
                
                
                14,500General
      and Administrative Expenses
                
                
                3,462
                
                
                
                12,932
                
                
                
                791
                
                
                
                1,225
                
                
                
                23,727Start
      Up Costs
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,103Total
      Costs and Expenses
                
                
                18,066
                
                
                
                55,882
                
                
                
                4,291
                
                
                
                8,725
                
                
                
                92,959Operating
      Loss
                
                
                (18,066
                )
                
                
                (55,882
                )
                
                
                (4,291
                )
                
                
                (8,725
                )
                
                
                (92,959
                )Other
      Income (Expense):Interest
      Expense
                
                
                (1,394
                )
                
                
                (215
                )
                
                
                (637
                )
                
                
                (181
                )
                
                
                (1,877
                )Total
      Other Income (Expense)
                
                
                (1,394
                
                
                
                (215
                )
                
                
                (637
                )
                
                
                (181
                )
                
                
                (1,877
                )Net
      Loss
                
                $
                (19,460
                )
                
                $
                (56,097
                )
                
                $
                (4,928
                )
                
                $
                (8,906
                )
                
                $
                (94,836
                )Basic
      and Diluted Loss Per Share
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00Weighted
      Average Common Shares Outstanding
                
                
                12,400,000
                
                
                
                12,400,000
                
                
                
                12,400,000
                
                
                
                12,400,000
 The
accompanying notes are an integral part of the financial
statements.
  2
 WATCHTOWER,
INC..
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF
STOCKHOLDERS’ EQUITY (DEFICIENCY)
 FOR THE PERIOD FEBRUARY 20,
2007 (INCEPTION) TO SEPTEMBER 30, 2009
 
 
 DeficitAdditional
                
                
                Accumulated
                  During
      theCommon
      Stock
                
                
                Paid-In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                TotalBalance,
      February 20, 2007
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Common
      Stock Issued to Foundersat
      $.0001 Per Share
                
                
                8,000,000
                
                
                
                800
                
                
                
                -
                
                
                
                -
                
                
                
                800Common
      Stock Issued to PrivateInvestors
      at $.01 Per Share
                
                
                3,500,000
                
                
                
                350
                
                
                
                34,650
                
                
                
                -
                
                
                
                35,000Common
      Stock Issued Pursuant to PublicOffering
      at $.05 per share, August 25, 2007Net
      of Expenses of Offering
                
                
                900,000
                
                
                
                90
                
                
                
                19,910
                
                
                
                -
                
                
                
                20,000Net
      Loss for the Period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,202
                )
                
                
                (15,202
                )Balance,
      December 31, 2007
                
                
                12,400,000
                
                
                
                1,240
                
                
                
                54,560
                
                
                
                (15,202
                )
                
                
                40,598Net
      Loss for the Year EndedDecember
      31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (60,174
                )
                
                
                (60,174
                )Balance,
      December 31, 2008
                
                
                12,400,000
                
                
                
                1,240
                
                
                
                54,560
                
                
                
                (75,376
                )
                
                
                (19,576
                )Net
      Loss for the Nine Months EndedSeptember
      30, 2009 (Unaudited)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (19,460
                )
                
                
                (19,460
                )Balance,
      September 30, 2009 (Unaudited)
                
                
                12,400,000
                
                
                $
                1,240
                
                
                $
                54,560
                
                
                $
                (94,836
                )
                
                $
                (39,036
                )
  The
accompanying notes are an integral part of these financial
statements.
 3
 
 WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF CASH
FLOWS
 (Unaudited)
  For the
                
                
                For the PeriodNine Months Ended
                
                
                February 20, 2007September 30,
                
                
                (Inception) to2009
                
                
                2008
                
                
                September 30, 2009Cash
      Flows from Operating Activities:Net
      Loss
                
                $
                (19,460
                )
                
                $
                (56,097
                )
                
                $
                (94,836
                )Adjustments
      to Reconcile Net Loss to NetCash
      Used in Operating Activities:Changes
      in Assets and Liabilities:Increase
      (Decrease) in Accounts Payable
                
                
                (4,255
                )
                
                
                2,340
                
                
                
                1,878Net
      Cash Used in Operating Activities
                
                
                (23,715
                )
                
                
                (53,757
                )
                
                
                (92,958
                )Cash
      Flows from Investing Activities:
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      Flows from Financing Activities:Bank
      Overdraft
                
                
                (9
                )
                
                
                -
                
                
                
                34Proceeds
      from Sale of Common Stock
                
                
                -
                
                
                
                -
                
                
                
                80,800Expenses
      of Public Offering
                
                
                -
                
                
                
                -
                
                
                
                (25,000
                )Proceeds
      of Borrowings -  Loans Payable
                
                
                14,450
                
                
                
                13,100
                
                
                
                27,850Proceeds
      of Borrowings - Loans Payable -Related
      Party
                
                
                9,274
                
                
                
                -
                
                
                
                9,274Net
      Cash Provided by Financing Activities
                
                
                23,715
                
                
                
                13,100
                
                
                
                92,958Decrease
      in Cash
                
                
                -
                
                
                
                (40,657
                )
                
                
                -Cash
      – Beginning of Period
                
                
                -
                
                
                
                40,973
                
                
                
                -Cash
      – End of Period
                
                $
                -
                
                
                $
                316
                
                
                $
                -Supplemental
      Disclosures of Cash Flow Information:Interest
      Paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      Taxes Paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  The
accompanying notes are an integral part of these financial
statements.
 4
 WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
 
 NOTE  1
-  Organization
and Basis of Presentation
 
 Watchtower, Inc. (“the Company”) was incorporated on
February 20, 2007 under the laws of the State of Nevada.
  The
Company has 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 originally intended
to market and resell agricultural based bio-diesel fuels.  The Company
has since abandoned its business plan and is now seeking an operating company
with which to merge or acquire.  Accordingly, the Company is now
considered a blank check company.  There is no assurance, however,
that the Company will achieve its objectives or goals.
  In the opinion of the Company’s management, the
accompanying unaudited condensed financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the information set forth therein.  These financial statements are
condensed and therefore do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements.  These condensed financial
statements should be read in conjunction with the Company's December 31, 2008
audited financial statements and notes thereto included in the annual report on
Form 10-K as of such date.
  Results of operations for interim periods are not
necessarily indicative of the results of operations for a full
year.
  The Company is a development stage company and has
not commenced planned principal operations.  The Company had no
revenues and incurred a net loss of $19,460 for the nine months ended September
30, 2009 and a net loss of $94,836 for the period February 20, 2007 (inception)
to September 30, 2009.  In addition, the Company has a working capital
deficiency of $39,036 at September 30, 2009.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.
  There
can be no assurance that sufficient funds will be generated during the next year
or thereafter from operations or that funds will be available from external
sources such as debt or equity financings or other potential
sources.  The lack of additional capital could force the Company to
curtail or cease operations and would, therefore, have a material adverse effect
on its business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.
  The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof.  During the nine months ended September 30, 2009 the Company
borrowed $23,724, for working capital purposes.  There can be no
assurances that the Company will be able to raise the additional funds it
requires.
  The
accompanying condensed financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts or the
amounts and classifications of liabilities that may result should the Company be
unable to continue as a going concern.
 
  5
  WATCHTOWER,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
 
 
 NOTE 2
-    Common
Stock
 
 In February 2007 the Company issued 8,000,000 shares
of common stock to the Founders of the Company for $800.
  In April 2007 the Company sold 3,500,000 shares of
common stock for $35,000 to private investors.
  On August 24, 2007 the Company sold 900,000 shares
of common stock pursuant to its public offering for gross proceeds of $45,000.
Expenses of the public offering amounted to $25,000.
  NOTE 3 -    Loans
Payable
  Loans payable consist of advances, bearing interest
at 8% per annum and due on demand.
  NOTE 4 -    Loans
Payable - Related Party
 
 Loans payable to related party consist of advances
bearing interest at 5% per annum and due on demand.  These loans were
made by an entity owned by the new principal shareholders of the Company (see
Note 6).
  NOTE 5 -    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.
  NOTE 6 -    Stock
Purchase Agreement
 
 On April 30, 2009, the principal shareholders of the
Company entered into a Stock Purchase Agreement which provided for the sale of
8,000,000 shares of common stock of the Company (the "Purchased Shares") to
Sholom Drizin (the "Purchaser").  The consideration paid for the
Purchased Shares, which represent 64.52% of the issued and outstanding common
stock of the Company, was $50,000.  The Purchaser used his personal
funds to purchase the Purchased Shares.
  Effective as of April 30, 2009, in connection with
the acquisition of the Purchased Shares, (i) Yisroel Guttfreund resigned from
his position as officer and director of the Company, (ii) Yechezkel Klohr
resigned from his positions as an officer and director of the Company and (iii)
the Board of Directors of the Company elected (a) Menachem M. Schneerson as
President, Chief Executive Officer and a director of the Company and (b) Shmaya
Glick, as Secretary and Treasurer.
 
  6







Item
2.       Management’s Discussion and
Analysis of Financial
Condition and Results of Operations





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





Forward-Looking
Statements





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





For a
description of such risks and uncertainties refer to our Annual Report Form
10-K, filed with the Securities and Exchange Commission on March 30, 2009. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.





Business
Overview





Watchtower,
Inc. was incorporated on February 20, 2007, in the State of Nevada. The Company was focused on becoming involved in the growing
market for renewable and environmentally sustainable energy and intended to
market and resell agricultural based bio-diesel fuels. Our goal was to source
various available agri-biodiesel fuel products from many producers
internationally and offer renewable alternatives to petroleum based fuels in the
United States. Due to the state of the economy, the Company has conducted
virtually no business other than organizational matters, filing its Registration
Statement on Form SB-2, which was declared effective by the Securities and
Exchange Commission (the “SEC”) on August 20, 2007 (the “Registration
Statement”) and filings of periodic reports with the SEC. The Company has since
abandoned its business plan and is now seeking an operating company with which
to merge or to acquire.





We are
now considered a blank check company. The U.S. Securities and Exchange
Commission (the “SEC”) defines those companies as “any development stage company
that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify
as a “shell company,” because we have no or nominal assets (other than cash) and
no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of “blank check” companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.





7





Watchtower’s
current business plan is to attempt to identify and negotiate with a business
target for the merger of that entity with and into Watchtower. In certain
instances, a target company may wish to become a subsidiary of Watchtower or may
wish to contribute or sell assets to Watchtower rather than to merge. No
assurances can be given that Watchtower will be successful in identifying or
negotiating with any target company. Watchtower seeks to provide a method for a
foreign or domestic private company to become a reporting or public company
whose securities are qualified for trading in the United States secondary
markets.





A
business combination with a target company normally will involve the transfer to
the target company of the majority of the issued and outstanding common stock of
Watchtower, and the substitution by the target company of its own management and
board of directors. No assurances can be given that Watchtower will be able to
enter into a business combination, or, if Watchtower does enter into such a
business combination, no assurances can be given as to the terms of a business
combination, or as to the nature of the target company.





On April
30, 2009, Yisroel Guttfreund and Yechezkel Klohr, the principal shareholders,
officers and directors of the Company, entered into a Stock Purchase Agreement
which provided for the sale of 8,000,000 shares of common stock of the Company
(the “Purchased Shares”) to Sholom Drizin (the “Purchaser”). The consideration
paid for the Purchased Shares, which represent 64.52% of the issued and
outstanding share capital of the Company on a fully-diluted basis, was $50,000.
The Purchaser used his personal funds to purchase the Purchased
Shares.





Effective
as of April 30, 2009, in connection with the acquisition of the Purchased
Shares, (i) Yisroel Guttfreund resigned from his positions as officer and
director of the Company, (ii) Yechezkel Klohr resigned from his positions as an
officer and director of the Company,  and (iii) the Board of Directors
of the Company elected (a) Menachem M. Schneerson as President, Chief Executive
Officer and a director of the Company and (b) Shmaya Glick, as Secretary and
Treasurer.





Plan
of Operation





General





During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of Management or promoter of the Company has had any material discussions
with any other company with respect to any acquisition of that
company.





The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Annual Report is purposefully general and
is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.





The
Company will have to obtain funds in one or more private placements to finance
the operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company's proposed
business is sometimes referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placements. In any private placement, management may purchase
shares on the same terms as offered in the private placement.





8





Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another. The Company may
seek a business opportunity with a firm which only recently commenced
operations, or a developing company in need of additional funds for expansion
into new products or markets, or seeking to develop a new product or service, or
an established business which may be experiencing financial or operating
difficulties and is in the need for additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve the acquisition or merger with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and establish
wholly owned subsidiaries in various business or purchase existing businesses as
subsidiaries.





The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.





As part
of any transaction, the acquired company may require that management or other
stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company's Common Stock. The
Company's funds are not expected to be used for purposes of any stock purchase
from insiders. The Company shareholders will not be provided the opportunity to
approve or consent to such sale. The opportunity to sell all or a portion of
their shares in connection with an acquisition may influence management's
decision to enter into a specific transaction. However, management believes that
since the anticipated sales price will be less than market value, that the
potential of a stock sale by management will be a material factor in their
decision to enter a specific transaction.





The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by Management in
connection with any acquisition.





The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.





The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents
nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.





The
Company does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.





9





Sources
of Opportunities





The
Company anticipates that business opportunities for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.





The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.





The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than three hours per
week) to the business affairs of the Company, until such time as an acquisition
has been determined to be highly favorable, at which time they expect to spend
full time in investigating and closing any acquisition for a period of two
weeks. In addition, in the face of competing demands for their time, the
officers and directors may grant priority to their full-time positions rather
than to the Company.





Evaluation
of Opportunities





The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with management. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operation, if any;
prospects for the future; present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services or trades; name identification; and other
relevant factors. Officers and directors of each Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.





The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.





10





Acquisition
of Opportunities





In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.





It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
Common Stock may have a depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot be predicted, it may
be expected that the parties to the business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the acquisition
in a so called "tax free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code"). In order to obtain tax
free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, including investors in
this offering, would retain less than 20% of the issued and outstanding shares
of the surviving entity, which could result in significant dilution in the
equity of such shareholders.





As part
of the Company's investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.





The
manner in which each Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the relative negotiating
strength of the Company and such other management.





With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
then shareholders, including purchasers in this offering.





The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.





Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products acquired. It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity the costs therefore
incurred in the related investigation would not be recoverable.





11





Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
of the Company of the related costs incurred.





Management
believes that the Company may be able to benefit from the use of "leverage" in
the acquisition of a business opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant indebtedness for a large
percentage of the purchase price for that business.





Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are relatively high, the benefits of leveraging are not as great as during
periods of lower interest rates because the investment in the business
opportunity held on a leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of the financing.
Lenders from which the Company may obtain funds for purposes of a leveraged
buy-out may impose restrictions on the future borrowing, distribution, and
operating policies of the Company. It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the impact thereof on the
Company.





Results
of Operations For the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008





The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K filed on March 30,
2009, as amended. Results for interim periods may not be indicative of results
for the full year.





Revenues





The
Company is in its development stage and did not generate any revenues for the
nine (9) months ended September 30, 2009 and 2008.





Total
operating expenses





During
the nine (9) months ended September 30, 2009 and 2008, total operating expenses
were $18,066 and $55,882, respectively, which were primarily the result of fees
for bookkeeping services and professional and accounting associated with
fulfilling the Company’s SEC reporting requirements.





Net
loss





During
the nine (9) months ended September 30, 2009 and 2008, the net loss was $19,460
and $56,097, respectively.





12





Liquidity
and Capital Resources





As of
December 31, 2008 and September 30, 2009, the Company had no cash as of the end
of each period.





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
$19,460 for the nine months ended September 30, 2009 and a net loss of $94,836
for the period February 20, 2007 (inception) to September 30,
2009.  In addition, the Company has a working capital deficiency of
$39,036 at September 30, 2009.





The focus
of Watchtower’s efforts is to acquire or develop an operating business. Despite
no active operations at this time, management intends to continue in business
and has no intention to liquidate the Company. Watchtower has considered various
business alternatives including the possible acquisition of an existing
business, but to date has found possible opportunities unsuitable or excessively
priced. Watchtower does not contemplate limiting the scope of its search to any
particular industry. Management has considered the risk of possible
opportunities as well as their potential rewards. Management has invested time
evaluating several proposals for possible acquisition or combination; however,
none of these opportunities were pursued. Watchtower presently owns no real
property and at this time has no intention of acquiring any such property.
Watchtower’s sole expected expenses are comprised of professional fees primarily
incident to its reporting requirements.





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





Going
Concern Consideration





The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$19,460 for the nine months ended September 30, 2009 and a net loss of $94,836
for the period February 20, 2007 (inception) to September 30,
2009.  In addition, the Company has a working capital deficiency of
$39,036 at September 30, 2009.  These factors raise substantial doubt
about the Company’s ability to continue as a going concern.





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





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item 3.Quantitative and Qualitative
Disclosures About Market Risk.





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.





13








Item
4.  Controls and Procedures.





Disclosure Controls and Procedures





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
1934 Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission rules and forms.
Furthermore, our disclosure controls and procedures are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.





A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. Because
of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.





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.





14





PART
II


OTHER
INFORMATION





Item
1.       Legal Proceedings.





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





Item
1A.    Risk Factors





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.





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





Unregistered
Sales of Equity Securities





None.





Purchases
of equity securities by the issuer and affiliated purchasers





None.





Use
of Proceeds





None


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, 2009.





Item
5.        Other
Information.





None





Item
6.       Exhibits





Exhibit
      No.
            
            Description31.1
            
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200231.2
            
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1
            
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
            
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





15


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.








WATCHTOWER,
    INC.Dated:
      November 16,
      2009
            By:
            /s/ Menachem
      M. SchneersonName: Menachem
      M. SchneersonTitle: President,
      Chief Executive Officer and Director(Principal
      Executive Officer)




Dated:
      November 16, 2009
              By:
              /s/ Shmaya
      GlickName: Shmaya
      GlickTitle: Treasurer,
      Secretary and Director(Principal
      Financial and Accounting Officer)








16