UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q/A



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



For the quarterly period ended: March 31, 2009



OR



[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______ to ______





|Commission File No.  333-145134                                                      
|-------------------------------------------------------------------------------------
|                                                                                     
|Witel Corp.(Exact Name of Registrant as Specified in its Charter)                    
|                                                                                     
|Nevada(State or other Jurisdiction of Incorporation or Organization)                 
|                                                                                     
|Konigsallee 60F, Dusseldorf, Germany
(Address of Principal Executive Offices)        
|                                                                                     
|Registrant's Telephone Number, including area code:  (866)-400-0576                  
|                                                                                     
|_______________________________________
(Former Address if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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   []     No   [X]



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   []     No   []



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  [ ]       Accelerated filer  [ ]       Non-Accelerated filer  [ ]       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   []     No   [X]



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



|Class                          |  | Outstanding at  December  23, 2009
|------------------------------ |  | ----------------------------------
|                               |  |                                   
|Common stock, $0.001 par value |  | 8,758,000                         

Explanatary Note:

On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore and Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule lOb-5 thereunder, and noncooperation with a Board investigation. You can find a copy of the order at http: http://www.pcaobus.org/Enforcement/Disciplinary Proceedings/2009/0827 Moore.pdf



The Board of Directors and officers of the Company have decided amend our filings as reviewed by our new independent registered public accounting firm, Chang G. Park. Further, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-Q/A under Item 6 of Part II hereof.





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WITEL CORP.
INDEX TO FORM 10-Q/A FILING
FOR THE THREE MONTHS ENDED MARCH 31, 2009



TABLE OF CONTENTS





|                               |  |                                                                                   |  |      
|------------------------------ |  | --------------------------------------------------------------------------------- |  | -----
|                               |  |                                                                                   |  |      
|                               |  |                                                                                   |  | Page 
|PART I - FINANCIAL INFORMATION |  |                                                                                  
|                               |  |                                                                                  
|Item 1.                        |  | Financial Statements (unaudited)                                                  |  |      
|                               |  | Balance Sheets                                                                    |  | 3    
|                               |  | Statements of Operations                                                          |  | 4    
|                               |  | Statements of Cash Flows                                                          |  | 5    
|                               |  | Notes to Financial Statements                                                     |  | 6    
|Item 2.                        |  | Management Discussion & Analysis of Financial Condition and Results of Operations |  | 10   
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                        |  | 14   
|Item 4.                        |  | Controls and Procedures                                                           |  | 14   
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                  
|                               |  |                                                                                  
|Item 1.                        |  | Legal Proceedings                                                                 |  | 15   
|Item 1A                        |  | Risk Factors                                                                      |  | 15   
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                       |  | 17   
|Item 3.                        |  | Defaults Upon Senior Securities                                                   |  | 17   
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                               |  | 17   
|Item 5.                        |  | Other information                                                                 |  | 17   
|Item 6.                        |  | Exhibits                                                                          |  | 17   
|                               |  |                                                                                   |  |      
|Signatures                     |  | 18                                                                               
|                               |  |                                                                                   |  |      
|CERTIFICATIONS                 |  |                                                                                  
|                               |  | Exhibit 31 - Management certification                                             |  | 19-20
|                               |  | Exhibit 32 - Sarbanes-Oxley Act                                                   |  | 21-22





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PART I - FINANCIAL INFORMATION



ITEM 1 - FINANCIAL STATEMENTS

WITEL CORP.



|                                                                                                                                                 | March 31, 2009 |           | December 31, 2008
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------- | --------- | -----------------
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 | (unaudited)    |           |                  
|Assets                                                                                                                                           |                |           |                  
|Current assets                                                                                                                                   |                |           |                  
|Cash                                                                                                                                             | $              | 99 288    |                  
|Inventories (Note 2)                                                                                                                             |                | 105 344   |                  
|Prepaid expense                                                                                                                                  |                | 203       |                  
|                                                                                                                                                 |                |           |                  
|Total current assets                                                                                                                             |                | 204 835   |                  
|                                                                                                                                                 |                |           |                  
|Total assets                                                                                                                                     | $              | 204 835   |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|Liabilities and Shareholders' Equity                                                                                                             |                |           |                  
|Current liabilities                                                                                                                              |                |           |                  
|Accounts payable                                                                                                                                 |                | 5 636     |                  
|Due to related party-director                                                                                                                    |                | 1         |                  
|                                                                                                                                                 |                |           |                  
|Total liabilities                                                                                                                                |                | 5 637     |                  
|                                                                                                                                                 |                |           |                  
|Stockholders' equity                                                                                                                             |                |           |                  
|Common stock - $.001 par value; 75,000,000 shares authorized, 7,008,000 shares issued and outstanding as of March 31, 2009 and December 31, 2008 |                | 7 008     |                  
|Additional paid-in capital                                                                                                                       |                | 392 342   |                  
|Deficit accumulated during the development stage                                                                                                 |                | (200 152) |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|Total stockholders' equity                                                                                                                       |                | 199 198   |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|Total liabilities and stockholders' equity                                                                                                       | $              | 204 835   |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|                                                                                                                                                 |                |           |                  
|The accompanying notes are an integral part of these financial statements.                                                                      



- 3 -



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|



WITEL CORP.



|                                                                                                        | Three months Ended |           | From inception
February 20, 2007 to
March 31, 2009
|------------------------------------------------------------------------------------------------------- | ------------------ | --------- | --------------------------------------------------
|                                                                                                        |                    |           |                                                   
|                                                                                                        | March 31, 2009     |           | March 31, 2008                                    
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|REVENUES                                                                                                | $                  | -         |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|EXPENSES                                                                                                |                    |           |                                                   
|General and administrative(Other exp)                                                                   | $                  | 2 167     |                                                   
|Research and Development                                                                                |                    | 3 656     |                                                   
|Website development                                                                                     |                    | 3 691     |                                                   
|Software development                                                                                    |                    | -         |                                                   
|Professional fees                                                                                       |                    | 4 500     |                                                   
|Stock based compensation                                                                                |                    | -         |                                                   
|                                                                                                        |                    |           |                                                   
|Operation Expense                                                                                       |                    | 14 014    |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|Operating Loss                                                                                          |                    | (14 014)  |                                                   
|                                                                                                        |                    |           |                                                   
|Other expense and Revenue                                                                               |                    |           |                                                   
|Interest Expense                                                                                        |                    | (600)     |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|Net loss                                                                                                | $                  | (14 614)  |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|Basic and diluted loss per common share                                                                 | $                  | (0.01)    |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|Weighted average number of common shares outstanding used to calculate basic and diluted loss per share |                    | 7 008 000 |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|                                                                                                        |                    |           |                                                   
|The accompanying notes are an integral part of these financial statements                              



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WITEL CORP.



|                                                                                       |                | For the Three Months Ended |                | From Inception
February 20, 2007
through
March 31, 2009
|-------------------------------------------------------------------------------------- | -------------- | -------------------------- | -------------- | -------------------------------------------------------
|                                                                                       |                |                            |                |                                                        
|                                                                                       | March 31, 2009 |                            | March 31, 2008
|                                                                                       |                |                            |                |                                                        
|Cash Flows from Operating activities                                                   |                |                            |                |                                                        
|Net loss                                                                               |                | $                          | (14 614)       |                                                        
|Adjustments to reconcile net loss to cash provided by
(used for) operating activities: |                |                            |                |                                                        
|Depreciation and amortization                                                          |                |                            | -              |                                                        
|Stock based compensation                                                               |                |                            | -              |                                                        
|Changes in assets and liabilities:                                                     |                |                            |                |                                                        
|Inventory decrease                                                                     |                |                            | 3 656          |                                                        
|Prepaid expense increase                                                               |                |                            | (203)          |                                                        
|Accounts payable decrease                                                              |                |                            | (27 832)       |                                                        
|Due related party increase                                                             |                |                            | 1              |                                                        
|                                                                                       |                |                            |                |                                                        
|Net cash provided (used) by operating activities                                       |                |                            | (38 992)       |                                                        
|                                                                                       |                |                            |                |                                                        
|Cash Flows from Investing activities                                                   |                |                            |                |                                                        
|Website development                                                                    |                |                            | -              |                                                        
|Accumulated amortization, website                                                      |                |                            | -              |                                                        
|                                                                                       |                |                            |                |                                                        
|Net cash provided by (used for) investing activities                                   |                |                            | -              |                                                        
|                                                                                       |                |                            |                |                                                        
|Cash Flows from Financing activities                                                   |                |                            |                |                                                        
|Capital stock                                                                          |                |                            | -              |                                                        
|Paid-in capital                                                                        |                |                            | -              |                                                        
|                                                                                       |                |                            |                |                                                        
|Net cash used for financing activities                                                 |                |                            | -              |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|Net increase (decrease) in cash and cash equivalents                                   |                |                            | (38 992)       |                                                        
|                                                                                       |                |                            |                |                                                        
|Cash and cash equivalents, beginning of period                                         |                |                            | 138 280        |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|Cash and cash equivalents, end of period                                               |                | $                          | 99 288         |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|Supplemental disclosure of cash flow information                                       |                |                            |                |                                                        
|Cash paid during the year for Interest                                                 |                | $                          | 600            |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|Income taxes                                                                           |                |                            | -              |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|                                                                                       |                |                            |                |                                                        
|The accompanying notes are an integral part of these financial statements             

- 5 -



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WITEL CORP.



NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

WiTel Corp. (the "Company") is in the initial development stage and has incurred losses since inception totaling $200,152. The Company was incorporated on February 20, 2007 in the State of Nevada. The fiscal year end of the Company is December 31. The Company intends to sell wireless phones that utilizes wireless internet (Wi-Fi) to deliver calls to its subscribers wherever they are in the world.



Going Concern



The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company funded its initial operations by way of issuing Founders' shares and entering into a private placement offering for 2,250,000 shares at $0.02 per share for proceeds of $48,600 and 100,000 shares at $0.50 per share for proceeds of $50,000. As of December 31, 2007, the Company had issued 3,750,000 Founders shares at $0.001 per share for services rendered in the amount of $3,750 and 2,250,000 shares at $0.02 per share for proceeds of $48,600, which $48,600 has been received by the Company and 100,000 shares at $0.50 per share for proceeds of $50,000, which has been received by the Company. As of December 31, 2008, the Company had issued 300,000 shares at $0.33 per share for proceeds of $100,000, which $100,000 has been received by the Company; 200,000 shares at $0.25 per share for proceeds of $50,000, which has been received by the Company and 408,000 shares at $0.36 per share for proceeds of $147,000, which has been received by the Company.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES_______________________________________________________________________________________________

BASIS OF PRESENTATION

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



USE OF ESTIMATES AND ASSUMPTIONS



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



INTERIM FINANCIAL STATEMENTS



The financial statements for the three months ended March 31, 2009 and March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009, are unaudited. In the opinion of management, such financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the financial position and the results of operations. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. These interim financial statements should be read in conjunction with our audited financial statements for the period ended December 31, 2008 as reflected in our Form 10-K filed with the Securities and Exchange Commission.



INVENTORIES



Inventories are stated at the lower of cost or market. The Company uses the first-in, first-out method for inventory.

As of March 31, 2009 inventory consisted of the following:



|Inventories       |  | Cost   
|----------------- |  | -------
|                  |  |        
|Phone inventories |  | 85 312 
|Call inventories  |  | 20 032 
|                  |  |        
|Total inventories |  | 105 344

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INCOME TAXES



The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards FASB ASC 740, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

NET LOSS PER SHARE

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



STOCK-BASED COMPENSATION



We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been recorded to date.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expenses as incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2009, the FASB issued Accounting Standards Update No. 2009-13 ("ASU 2009-13") "Revenue Recognition (ASC 605), Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force ("EITF"). This ASU provides amendments to the criteria in FASB ASC 605-25 for separating consideration in multiple-deliverable arrangements. ASU 2009-13 changes existing rules regarding recognition of revenue in multiple deliverable arrangements and expands ongoing disclosures about the significant judgments used in applying its guidance. It will be effective for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010. Early adoption is permitted on a prospective or retrospective basis. We are currently evaluating the impact of ASU 2009-13 on our financial statements.



In June 2009, the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and annual reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on our financial statements.



On July 1, 2009, the Company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification TM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Condensed Financial Statements.

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In May 2008, the FASB affirmed the consensus of FASB ASC 470-20, "Debt with Conversion and other Options (Including Partial Cash Settlement)," which applies to all convertible debt instruments that have a net settlement feature; which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FASB ASC 470-20 requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer's nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FASB ASC 470-20 was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of FASB ASC 470-20 did not have an impact on our financial statements.



In April 2008, the FASB issued FASB ASC 350-30, "General Intangibles Other than Goodwill." FASB ASC 350-30 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB ASC 350-30, "General Intangibles Other than Goodwill." This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations after their acquisitions. FASB ASC 350-30 was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Since this guidance applied prospectively, on adoption, there was no impact to our consolidated financial statements.



In February 2008, the FASB amended FASB ASC 820, which delayed the effective date of FASB ASC 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. The full adoption of FASB ASC 820 did not have a material impact on our consolidated financial position, results of operations or cash flows.



NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS_______________________________________________________________________________________________

Effective January 1, 2008, we adopted FASB ASC 820-10-25, "Fair Value Measurements and Disclosures." This standard establishes a framework for measuring fair value and expands disclosure about fair value measurements. We did not elect fair value accounting for any assets and liabilities allowed by FASB ASC 825, "Financial Instruments".



FASB ASC 820-10 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.



NOTE 4 - CAPITAL STOCK_______________________________________________________________________________________________

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

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

PRIVATE PLACEMENTS

In April 2007, the Company authorized a private placement offering of up to 2,250,000 shares of common stock at a price of $0.02 per share for a total amount of $48,600. As of May 1, 2007, the Company had issued 2,250,000 shares at $0.02 per share and received $48,600 from the sale of its private placement stock to 18 accredited investors in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") in reliance on Section 4(2) of the Act. In October 2007, the Company authorized and issued 100,000 shares at $0.50 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In March 2008, the Company authorized and issued 150,000 shares at $0.33 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In July 2008, the Company authorized and issued 150,000 shares at $0.33 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In August 2008, the Company authorized and issued 200,000 shares at $0.25 per share for total proceeds of $50,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act. In December 2008, the Company authorized and issued 408,000 shares at $0.36 per share for total proceeds of $147,000 to an institutional investor in an exempt transaction in reliance on Section 4(2) and Regulation S of the Act.

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NOTE 5 - INCOME TAXES_______________________________________________________________________________________________

As of March 31, 2009, the Company had net operating loss carry forwards of approximately $200,152 that may be available to reduce future years' taxable income and will expire commencing in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry forwards.



NOTE 6 - SUBSEQUENT EVENTS_______________________________________________________________________________________________

As of June 9, 2009, the Company issued 700,000 shares of its common stock at $0.001 as bonus for a Director and officer of the Company.



As of September 14, 2009, the Company issued 1,050,000 shares of its common stock at $0.001 as a signing bonus for acting a Director and officer of the Company.



NOTE 7 - RESTATEMENT_______________________________________________________________________________________________

The accompanying Review financial statements as of March 31 2009 have been restated as of December 23, 2009.

The financials have been revised to properly account for the effect of the payment of accounts payable, inventory use by testing purpose and  the recognition expenses and un-accrued liabilities.

The following is a summary of the effect of the restatement of Balance Sheet and Statement of Operations:



|Balance Sheet                                                                                                                                    |                |             |  |           |  |         
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------- | ----------- |  | --------- |  | --------
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 | March 31, 2009
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                | Restatement |  | Original  |  | Change  
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|Assets                                                                                                                                           |                |             |  |           |  |         
|Current assets                                                                                                                                   |                |             |  |           |  |         
|Cash                                                                                                                                             | $              | 99 288      |  | 99 288    |  | -       
|Inventories (Note 2)                                                                                                                             |                | 105 344     |  | 109 000   |  | (3 656) 
|Prepaid expense                                                                                                                                  |                | 203         |  |           |  | 203     
|                                                                                                                                                 |                |             |  |           |  |         
|Total current assets                                                                                                                             |                | 204 835     |  | 208 288   |  | (3 453) 
|                                                                                                                                                 |                |             |  |           |  |         
|Total assets                                                                                                                                     | $              | 204 835     |  | 208 288   |  | (3 453) 
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|Liabilities and Shareholders' Equity                                                                                                             |                |             |  |           |  |         
|Current liabilities                                                                                                                              |                |             |  |           |  |         
|Accounts payable                                                                                                                                 |                | 5 636       |  | 33 468    |  | (27 832)
|Due to related party-director                                                                                                                    |                | 1           |  | -         |  | 1       
|                                                                                                                                                 |                |             |  |           |  |         
|Total liabilities                                                                                                                                |                | 5 637       |  | 33 468    |  | (27 831)
|                                                                                                                                                 |                |             |  |           |  |         
|Stockholders' equity                                                                                                                             |                |             |  |           |  |         
|Common stock - $.001 par value; 75,000,000 shares authorized, 7,008,000 shares issued and outstanding as of March 31, 2009 and December 31, 2008 |                | 7 008       |  | 7 008     |  | -       
|Additional paid-in capital                                                                                                                       |                | 392 342     |  | 392 342   |  | -       
|Deficit accumulated during the development stage                                                                                                 |                | (200 152)   |  | (224 530) |  | 24 378  
|                                                                                                                                                 |                |             |  |           |  |         
|Total stockholders' equity                                                                                                                       |                | 199 198     |  | 174 820   |  | 24 378  
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|Total liabilities and stockholders' equity                                                                                                       | $              | 204 835     |  | 208 288   |  | (3 453) 
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         
|                                                                                                                                                 |                |             |  |           |  |         

``



|Statement of Operations:                                                                                |                                   |             |  |           |  |         
|------------------------------------------------------------------------------------------------------- | --------------------------------- | ----------- |  | --------- |  | --------
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        | Three Months Ended March 31, 2009
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   | Restatement |  | Original  |  | Change  
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|REVENUES                                                                                                | $                                 | -           |  | -         |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|EXPENSES                                                                                                |                                   |             |  |           |  |         
|General and administrative (Other exp)                                                                  | $                                 | 2 167       |  | 2 392     |  | (225)   
|Research and Development                                                                                |                                   | 3 656       |  | -         |  | 3 656   
|Website development                                                                                     |                                   | 3 691       |  | 2 000     |  | 1 691   
|Software development                                                                                    |                                   | -           |  | -         |  | -       
|Professional fees                                                                                       |                                   | 4 500       |  | 34 600    |  | (30 100)
|Stock based compensation                                                                                |                                   | -           |  | -         |  | -       
|                                                                                                        |                                   |             |  |           |  |         
|Operation Expense                                                                                       |                                   | 14 014      |  | (38 992)  |  | (24 978)
|                                                                                                        |                                   |             |  |           |  |         
|Operating Loss                                                                                          |                                   | (14 014)    |  | (38 992)  |  | (24 978)
|                                                                                                        |                                   |             |  |           |  |         
|Other expense and Revenue                                                                               |                                   |             |  |           |  |         
|Interest Expense                                                                                        |                                   | (600)       |  | -         |  | (600)   
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|Net loss                                                                                                | $                                 | (14 614)    |  | (38 992)  |  | (24 378)
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|Basic and diluted loss per common share                                                                 | $                                 | (0.01)      |  | (0.01)    |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|Weighted average number of common shares outstanding used to calculate basic and diluted loss per share |                                   | 7 008 000   |  | 7 008 000 |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         
|                                                                                                        |                                   |             |  |           |  |         

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors that have affected our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited financial statements. This discussion should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K (SEC file no. 333-145134).

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q/A contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact, that we make in this Quarterly Report on Form 10-Q/A are forward-looking. The words "anticipates," "believes," "expects," "intends," "will continue," "estimates," "plans," "projects," the negative of these terms and similar expressions are intended to identify forward-looking statements.  However, the absence of these words does not mean the statement is not forward-looking.

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q/A and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.



Examples of forward looking statements in this Quarterly Report on Form 10-Q/A include, but are not limited to, our expectations regarding our ability to generate operating  cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

- the risks of a development stage company;
- management's plans, objectives and budgets for its future operations and future economic performance;
- capital budget and future capital requirements;
- meeting future capital needs;
- our dependence on management and the need to recruit additional personnel;
- limited trading for our common stock
- the level of future expenditures;
- impact of recent accounting pronouncements;
- the outcome of regulatory and litigation matters; and
- the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:
- those described in the context of such forward-looking statements;
- future product development and marketing costs;
- changes in our pricing plans;
- timely development and acceptance of our products;
- the markets of our domestic operations;
- the impact of competitive products and pricing;
- the political, social and economic climate in which we conduct operations; and
- the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form SB-2/A (SEC File No. 333-145134).

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

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In this Quarterly Report on Form 10-Q/A, "Company," "the Company," "us," and "our" refer to WiTel Corp., a Nevada corporation, unless the context requires otherwise.



The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis.



We are embarking on efforts to raise equity financing. However, there can be no assurance that we will be able to obtain financing or that if such financing were available, whether the terms or conditions would be acceptable to us.



Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections to other forward-looking statements.



We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three months ended March 31, 2009 and March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

Results of Operations

We are a development-stage company organized to enter into the wireless services industry by selling wireless phones, accessories and services, worldwide, utilizing "Wi-Fi." We have recently commenced business operations and have not generated any revenues from operations but only minimal revenue from the discharge of related party indebtedness.



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

As of March 31, 2009, we had $99,288 cash on hand and in the bank. Management does believe this amount will satisfy our cash requirements for the next three months. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our e-commerce systems and marketing campaign and to offset legal and accounting fees - by additional equity financing.  This will likely be in the form of private placements of common stock.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company with nominal assets to secure. Therefore, we are highly dependent upon the success of a future private placement offering and failure thereof would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.



The staged procurement of our wireless systems will continue over the next 12 months. Other than purchasing our products and services, we do not anticipate obtaining any further products or services. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees.



We have no current plans, preliminary or otherwise, to merge with any other entity.



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

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Three months ended March 31, 2009 compared with the three months ended March 31, 2008

Revenue for the quarter ended March 31, 2009 was $0. We are in a development stage. We were organized in February 20, 2007 and have not generated revenues to date. Revenue from Inception of November 20, 2007 through March 31, 2009 was $17,500.

For the quarter ended March 31, 2009, we recorded a net loss of $14,614. We incurred operating expense of $14,614 and $31,533 for the three month ended March 31, 2009 and three month ended March 31, 2008 respectively.



For the period from November 20, 2007 to March 31, 2009, we recorded a net loss of $200,152.

Income Tax Expense (Benefit)

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

Impact of Inflation

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

Capital Expenditures

We expended no amounts on capital expenditures for the three months ended March 31, 2009 and March 31, 2008, respectively.

Liquidity and Capital Resources

We had net losses of $14,614, $31,533 and $200,152 for the three months ended March 31, 2009, March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009, respectively.



Cash flow used in operating activities was $38,992, $24,433 and $190,968 for the three months ended March 31, 2009, March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009, respectively. Cash flow used in operating activities in the current period can be attributed to our purchase of inventory.



Cash flows used in investing activities was $0, $0 and $0 for the three months ended March 31, 2009, March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009, respectively. Cash flow used in investing activities in the prior comparable period was for website development.



Cash flow provided from financing activities was $0, $50,000 and $395,600 for the three months ended March 31, 2009, March 31, 2008 and for the period from February 20, 2007 (inception) through March 31, 2009, respectively. Cash flow provided by financing activities in the current period can be attributed to subscriptions for shares of common stock.



We do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders' investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

We have had no formal long term lines of credit or other bank financing arrangements as of March 31, 2009.

We have no current plans for the purchase or sale of any plant or equipment.

We have no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

None.

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CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure about Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our condensed financial statements. The preparation of our condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying amount of our intangible assets.

We believe the following is among the most critical accounting policies that impact our financial statements:

We evaluate impairment of our long-lived assets by applying the provisions of SFAS No. 144. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three-months ended March 31, 2009.



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

- Inventory

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



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



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

- Contingencies

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

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-Q/A in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q/A, Annual report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC's Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.



Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2009. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2009, our internal control over financial reporting was effective.



b) Changes in Internal Control over Financial Reporting.

During the Quarter ended March 31, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE



Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established.  Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, Management has concluded that the risks associated with the lack of an independent audit committee are not justified.  Management will periodically reevaluate this situation.



LACK OF SEGREGATION OF DUTIES



Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases.  Management will periodically reevaluate this situation

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PART II -- OTHER INFORMATION



Item 1. Legal Proceedings

The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company.



Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Quarterly Report on Form 10-Q/A, before investing in our common stock. If any of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment. We have updated the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008. We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, which was  filed with the Securities and Exchange Commission on April 3, 2009 KSB but updated or confirmed some of the risk factors previously disclosed below.



Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

FINRA Sales Practice Requirements May Also Limit A Stockholder's Ability To Buy And Sell Our Stock.

In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We May Not Have Access To Sufficient Capital To Pursue Our Business And Therefore Would Be Unable To Achieve Our Planned Future Growth.

We intend to pursue a growth strategy that includes development of the Company business and technology.  Currently we have limited capital which is insufficient to pursue our plans for development and growth.  Our ability to implement our growth plans will depend primarily on our ability to obtain additional private or public equity or debt financing.  We are currently seeking additional capital.  Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us.  Our failure to obtain additional capital will have a material adverse effect on our business.

Nevada Law And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

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Because We Are Quoted On The OTCBB Instead Of An Exchange Or National Quotation System, Our Investors May Have A Tougher Time Selling Their Stock Or Experience Negative Volatility On The Market Price Of Our Stock.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid.  There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.



Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.



If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.



Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2008, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending May 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management's assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.



In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.



In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.



Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

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Operating History And Lack Of Profits Which Could Lead To Wide Fluctuations In Our Share Price. The Price At Which You Purchase Our Common Shares May Not Be Indicative Of The Price That Will Prevail In The Trading Market. You May Be Unable To Sell Your Common Shares At Or Above Your Purchase Price, Which May Result In Substantial Losses To You. The Market Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float, Limited



The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.



Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.



SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.



Item 2. Changes in securities and small business issuer purchases of equity securities

There were no changes in securities and small business issuer purchases of equity securities during the period ended March 31, 2009



Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the period ended March 31, 2009.



Item 4. Submission Of Matters To A Vote Of Security Holders

There were no matters submitted to the vote of securities holders during the period ended March 31, 2009.



Item 5. Other Information

There is no information with respect to which information is not otherwise called for by this form.



Item 6. Exhibits

|(d) | The following exhibits are filed with this Quarterly Report or are incorporated herein by reference:
|--- | ----------------------------------------------------------------------------------------------------



|Exhibit
Number | Description                                                                                
|-------------- | -------------------------------------------------------------------------------------------
|               |                                                                                            
|31.1           | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
|31.2           | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|32.1           | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|32.2           | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



|Date:  December 23, 2009                                                                                                                     | By:  /s/ Gary Tsitron
|-------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|                                                                                                                                             |                      
|                                                                                                                                             | Gary Tsitron         
|President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

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