=============================================================================

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

                               ------------------

                                    FORM 10-Q

                      ------------------------------------

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

                For the quarterly period ended October 31, 2008

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                               ------------------

                        Commission file number   0-52877

                                  AIRTIMEDSL
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Nevada                                          20-8257363
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

           2920 N. Green Valley Pkwy, Suite 321, Henderson, NV  89014
           ----------------------------------------------------------
               (Address of principal executive offices)(Zip Code)
         Issuer's telephone number, including area code: (702) 898-7158

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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 |X| No |_|

Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
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|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of December 8, 2008, there were 25,645,000 shares of the issuers Common
Stock outstanding.

<PAGE>


                              Table of Contents
                                 AirtimeDSL
                              Index to Form 10-Q
           For the Quarterly Period Ended October 31, 2008

<TABLE>
<CAPTION>

Part I.  Financial Information

                                                                        Page
<S>                                                                      <C>
Item 1.  Financial Statements

   Balance Sheets as of October 31, 2008 and July 31, 2008                3

   Statements of Income for the three months
     ended October 31, 2008 and 2007                                      4

   Statements of Cash Flows for the three months
    ended October 31, 2008 and 2007                                       5

   Notes to Financial Statements                                          6

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                              8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk      14

Item 4.  Controls and Procedures                                         15

Part II  Other Information

Item 1.  Legal Proceedings                                               17

Item 1A.  Risk Factors                                                   17

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                                                        18

Signatures                                                               19

</TABLE>
                                       2
<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

                                 AirtimeDSL
                        (A development stage company)
                                Balance Sheets
<TABLE>
<CAPTION>

Balance Sheets
                                                     October 31,
                                                        2008        July 31,
                                                     (Unaudited)      2008
                                                     -----------   ----------
<S>                                                  <C>           <C>
ASSETS

Current Assets:
   Cash                                              $  115,161    $ 127,634
   Funds held in escrow                                       -            -
   Accounts Receivable                                    2,258        2,258
                                                     -----------   ----------
     Total current assets                               117,419      129,892
                                                     -----------   ----------

Equipment, net of accumulated
  depreciation of  $6,000 at October 31, 2008
  and $5,100 at July 31, 2008                            61,421       62,321
                                                     -----------   ----------
TOTAL ASSETS                                         $  178,840    $ 192,213
                                                     ===========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable                                       3,000        2,625
                                                     -----------   ----------
     Total current liabilities                            3,000        2,625
                                                     -----------   ----------

Stockholders' Equity:
   Preferred stock, $0.001
     par value, 5,000,000 shares authorized,
     no shares issued or outstanding                          -            -
   Common stock, $0.001 par value, 70,000,000
     shares authorized, 25,645,000, 25,645,000
     shares issued and outstanding as of
     7/31/2008 and 10/31/2008, respectively              25,645       25,645
   Additional paid-in capital                           201,235      201,235
   Earnings (Deficit) accumulated during
     development stage                                  (51,040)     (37,292)
                                                     -----------   ----------
     Total stockholders' equity                         175,840      189,588
                                                     -----------   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  178,840    $ 192,213
                                                     ===========   ==========
</TABLE>

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

                                     3
<PAGE>

                                AirtimeDSL
                        (A development stage company)
                          Statements of Operations
                                (Unaudited)

<TABLE>
<CAPTION>

Statements of Operations
                                                                    From
                                                                December 28,
                                  For the three months ended        2006
                                  --------------------------  (Inception) to
                                    October 31,  October 31,     October 31,
                                       2008         2007            2008
                                  ------------  ------------  --------------
<S>                               <C>           <C>           <C>
Revenue                           $         -   $         -   $       5,284
                                  ------------  ------------  --------------

Expenses:

General and administrative
  expenses                             12,848         2,047          50,324
Depreciation                              900           900           6,000
                                  ------------  ------------  --------------
    Total expenses                     13,748         2,947          56,324
                                  ------------  ------------  --------------

Net (loss) before provision for
  income taxes                        (13,748)       (2,947)        (51,040)

Income tax expense                          -             -               -
                                  ------------  ------------  --------------

Net (loss)                        $   (13,748)  $    (2,947)  $     (51,040)
                                  ============  ============  ==============

Net (loss) per
 share - basic
 and fully
 diluted                          $     (0.00)  $     (0.00)
                                  ============  ============

Weighted average
 number of
 common shares
 outstanding -
 basic and fully
 diluted                           25,645,000    23,376,597
                                  ============  ============
</TABLE>

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

                                       4
<PAGE>


                                AirtimeDSL
                        (A development stage company)
                          Statements of Cash Flows
                                (Unaudited)

<TABLE>
<CAPTION>

Statements of Cash Flows

                                                                    From
                                                                December 28,
                                  For the three months ended        2006
                                  --------------------------  (Inception) to
                                    October 31,  October 31,     October 31,
                                       2008         2007            2008
                                  ------------  ------------  --------------
<S>                               <C>           <C>           <C>
Operating activities:
Net income (loss)                 $   (13,748)  $    (2,947)  $     (51,040)
Adjustments to reconcile
 net loss to net cash used
 by operating activities:
   Depreciation                           900           900           6,000
   Increase (Decrease) in
     accounts payable                     375             -           3,000
                                  ------------  ------------  --------------
Net cash (used) by operating
 activities                           (12,473)       (2,047)        (42,040)


Investing activities:
Purchase of fixed asset                     -             -         (67,421)
                                  ------------  ------------  --------------
Net cash (used) in investing
 activities                                 -             -         (67,421)


Financing activities:
Officer donated capital                     -             -             430
Issuances of common stock                   -             -         226,450
                                  ------------  ------------  --------------
Net cash provided by financing
 activities                                 -             -         226,880


Net increase (decrease) in cash       (12,473)       (2,047)        117,419
Cash and equivalents - beginning      129,892       157,002               -
                                  ------------  ------------  --------------
Cash and equivalents - ending     $   117,419   $   154,955   $     117,419
                                  ============  ============  ==============

Supplemental disclosures:
  Interest paid                   $         -   $         -   $           -
                                  ============  ============  ==============
  Income taxes paid               $         -   $         -   $           -
                                  ============  ============  ==============
  Non-cash transactions           $         -   $         -   $           -
                                  ============  ============  ==============
</TABLE>

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

                                      5
<PAGE>


                                AirtimeDSL
                       (A Development Stage Company)
                       Notes to Financial Statements


Note 1 - Basis of Presentation

The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.  It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the period ended July 31, 2008 and
notes thereto included in the Company's Annual Statement on Form 10-K.  The
Company follows the same accounting policies in the preparation of interim
reports.

Results of operations for the interim periods are not indicative of annual
results.


Note 2 - Going concern

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.  As at October 31, 2008, the
Company has recognized limited revenues of $5,284 to date and has accumulated
operating losses of approximately $(50,665) since inception.  The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve and
maintain profitable operations.  While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.



                                      6
<PAGE>


                                 AirtimeDSL
                       (A Development Stage Company)
                       Notes to Financial Statements


Note 3 - Related party transactions

The Company does not lease or rent any property.  Office services are provided
without charge by a director.  Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.





                                      7
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

Forward-Looking Information

The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.

These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control).  The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
on the Company's suppliers and customers, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report.  The
Company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.

Critical Accounting Policies
----------------------------

There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", included in our
Registration Statement for the fiscal year ended December 31, 2007.





                                     8
<PAGE>


Results of Operations
---------------------

Overview of Current Operations
------------------------------

The Company was organized December 28, 2006 (Date of Inception) under the laws
of the State of Nevada, as AirtimeDSL.  AirtimeDSL is in the business of
providing high speed wireless services to the business, residential and
consumer marketplace.

AirtimeDSL Business Plan
------------------------

AirtimeDSL or ("the Company"), is a Nevada Corporation with a principal
business strategy of providing high speed wireless services at discounted rates
to business, residential and the consumer marketplace.

The Company partners with existing wireless organizations to leverage their
legacy infrastructure to provide converged communications to its future
subscriber base.  Some of these services include Internet Access (ISP), Voice
Over Internet Service (VOIP), Cell Phone Service, Video On Demand (VOD) and
802.11 WIFI Service.

The Company plans to provide fixed Broadband Wireless Access in the use of a
wireless communications link as a connection for delivering and broadband
internet services to its customers.

Broadband wireless access is the use of a wireless communications link as the
"last mile/first mile" connection for delivering plain old telephone service
and broadband Internet to telecommunications customers.  It is the part of the
telecommunications network that links users with broadband/faster access.

The Broadband wireless access market offers Internet Service Providers
immediate access to customer markets without having to either lay cable through
a metropolitan area or work through the local telephone companies, reselling
the telephone, cable or satellite networks, owned by companies that prefer to
largely sell direct.  We plan to rent/utilize space on fixed communication
towers to provide direct-line internet access to its future customer base at a
reasonable price.

Our goal is to provide customers with a complete solution to their entire
current and future Internet and private network needs.  Our services will be
directed towards all consumers and all small-to medium-sized businesses.



                                        9
<PAGE>


We plan to offer competitive pricing on most services.  We will be competing
against other ISPs located in or around Southern California, including national
carriers, such as Covad, AT&T, Verizon and the following regional companies:
Jump.Net, EarthLink, and Mindspring.  Most competitors offer solutions for
Windows, and perhaps Macintosh, but ignore all other operating systems.  With
the rise of Linux and other alternative operating systems, we have a potential
to capture some of their market share.  Our initial focus includes six areas of
growth:

    o  Increase personnel to handle sales, service, and development efforts.
    o  Increase marketing to assure future customers are aware of our
       services and aggressive pricing.
    o  Provide competitive commercial broadband access
    o  Expand our base of operations to offer our services outside of Southern
       California.
    o  Provide broadband service for multi-dwelling residences
    o  Perform research and development to bring new products to market.

Our equipment will allow us to offer a broad range of internet and telephone
services to residential and small businesses in the area.  The advantages our
services offer, include:

   o  Faster internet connectivity
   o  Flexibility in service delivery using shared or dedicated bandwidth
   o  Scalability to handle rural and urban subscriber densities on the same
      infrastructure
   o  Security, performance and reliability that meets a leased line networks

It is our goal to provide a cost-effectively create wireless network to capture
new customers and deliver secure and reliable access to high-speed data and
voice services.

1.  Business Internet Access

Internet access for business is different from Internet access for home use.
When companies offer home Internet access, they expect that in most cases just
one or two computers will be connected to the service and only a tiny amount of
bandwidth will be consumed. Businesses on the other hand typically boast
intranets with dozens (or hundreds or even thousands) of computers hooked up to
them and are large consumers of bandwidth. Businesses also rely on their ISP
services more (on the average) and potentially lose money if their connection
goes down. ISPs thus treat business customers more seriously, and they tend to
likewise charge significantly more for business accounts.

Data services.  We believe that we are in a position to take advantage of the
growing demand for wireless data services. Our strategy is to build a wireless
data, voice, messaging and multi-media operations for both consumer and
business customers.

We plan to offer an array of data transmission and content services, such as:


                                        10
<PAGE>


Fixed Wireless High Speed Internet - This will provide increased data
transmission rates on existing applications and enable the provisioning of
enhanced data applications that can operate at broadband speeds.  In addition,
our digital technology enables higher-speed applications, such as e-mail,
enterprise applications, image downloads, and full browsing capabilities for
laptop computer users.

Wireless Business Solutions - Through our suite of services, we plan to provide
business customers solutions for accessing the Internet and corporate intranet,
which will allow for optimized wireless access to the customer's corporate
applications or databases.


Competition
-----------

The Company offers high speed wireless services to the business, residential
and consumer marketplace.  AirtimeDSL competes with many established companies
in the wireless business, including Covad, AT&T, Verizon and a number of
smaller regional companies.  The market for high speed wireless services is
projected to continue to grow, fueled by increasing demand from business
enterprises and residential customers.  The projected growth has attracted both
established companies as well as new entrants offering high speed wireless
solutions.   Because of increased demand for wireless services in the
residential market, competition is expected to increase.

The telecommunications industry is highly competitive. Factors contributing to
the industry's increasingly competitive market include regulatory changes,
product substitution, technological advances, excess network capacity and the
entrance of new competitors. In this environment, competition is based on price
and pricing plans, the types of services offered, the combination of services
into bundled offerings, customer service, the quality and reliability of
services provided and the development of new products and services.  Current
and potential competitors in wireless service providers, long distance
companies, other local telephone companies, foreign telecommunications
providers, electric utilities, Internet service providers and other companies
that offer network services.  Many of these companies have a strong market
presence, brand recognition and existing customer relationships, all of which
contribute to intensifying competition and may affect our future revenue
growth.


Results of Operations for the quarter ended October 31, 2008
------------------------------------------------------------

In its most recent three month operating period ended October 31, 2008, the
Company generated no revenues.  The Company does not expect to generate
any profit for the next year.  During the three months ended October 31, 2008,
the Company incurred $13,748 in expenses as compared to $2,947 for the same
period last year.  Since the Company's inception, on December 28, 2006, the
Company experienced a net loss of $(51,040).


                                     11
<PAGE>


Revenues
--------

The Company has generated no revenues during the three months ending
October 31, 2008 and did not generate any revenues for the past period last
year.  Since the Company's inception, on December 28, 2006, the Company
generated $5,284 in revenues.  There can be no assurances that the Company can
achieve or sustain profitability or that the Company's operating losses will
not increase in the future.


Plan of Operation
-----------------

Management does not believe that the Company will be able to generate
any significant profit during the coming year.  Management believes
developmental and marketing costs will most likely exceed any anticipated
revenues for the coming year.  Management believes it has sufficient funds to
remain operational for next twelve months.

Management is currently exploring various business strategies to help the
Company's business.  This includes evaluating various options and strategies.
The analysis of new business opportunities and evaluating new business
strategies will be undertaken by or under the supervision of the Company's
sole Officer.  In analyzing prospective businesses opportunities, management
will consider, to the extent applicable, the available technical, financial
and managerial resources of any given business venture.  Management will also
consider the nature of present and expected competition; potential advances
in research and development or exploration; the potential for growth and
expansion; the likelihood of sustaining a profit within given time frames;
the perceived public recognition or acceptance of products, services, trade
or service marks; name identification; and other relevant factors.

The Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future earnings,
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management,
and other factors.  Management will analyze all relevant factors and make a
determination based on a composite of available information, without reliance
on any single factor.


Going Concern
-------------

Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern.  Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.


                                     12
<PAGE>


Summary of any product research and development that we will perform for the
term of our plan of operation.
-----------------------------------------------------------------------------

We do not anticipate performing any additional significant product research and
development under our current plan of operation.

Expected purchase or sale of plant and significant equipment.
-------------------------------------------------------------

We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.


Significant changes in the number of employees.
-----------------------------------------------

As of October 31, 2008, we did not have any employees.  We are dependent upon
our sole officer and director for our future business development.  As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.


Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
As of December 8, 2008, the Company has 25,645,000 shares of common stock
issued and outstanding.

Our balance sheet as of October 31, 2008 reflects cash of $115,161 and current
liabilities of $3,000.  Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to date.

As a result of the Company's current limited available cash flows, no officer
or director received compensation through the three months ended October 31,
2008.  No officer or director received stock options or other non-cash
compensation since the Company's inception through October 31, 2008.  The
Company has no employment agreements in place with its officers.  Nor does the
Company owe its officers any accrued compensation, as the Officers agreed to
work for company at no cost, until the company can become profitable on a
consistent Quarter-to-Quarter basis.


Off-Balance Sheet Arrangements
------------------------------

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations, liquidity,
capital expenditures or capital resources that is material to investors.

                                     13
<PAGE>


Critical Accounting Policies and Estimates
------------------------------------------

Revenue Recognition:  We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.

New Accounting Standards
------------------------

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements".  This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that
a non-controlling interest in a subsidiary is equity in the consolidated
financial statements.  SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008.  The adoption of SFAS 160 is not
expected to have a material impact on the Company's financial position, results
of operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value.  Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. The adoption of
SFAS 159 has not had a material impact on our financial position, results of
operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157").  SFAS No. 157 defines fair value and provides guidance for measuring
and disclosing fair value.  The adoption of SFAS 157 has not had a material
impact on our financial position, results of operation or cash flows.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.



                                     14
<PAGE>


Item 4T. Controls and Procedures

(a)  Evaluation of Internal Controls and Procedures

AirtimeDSL is committed to maintaining disclosure controls and procedures that
are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.

As required by Rule 13a-15(b) of the Exchange Act, AirtimeDSL has carried out an
evaluation, under the supervision and with the participation of its management,
including its Chief Executive Officer and the Chief Financial Officer, who is
also the sole member of our Board of Directors, to provide reasonable assurance
regarding the reliability of financial reporting and the reparation of the
financial statements in accordance with U. S. generally accepted accounting
principles.

The evaluation examined those disclosure controls and procedures as of
October 31, 2008, the end of the period covered by this report Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes.  The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of
October 31, 2008.

Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results.  However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.


                                     15
<PAGE>


Additional procedures were performed in order for management to conclude with
reasonable assurance that the Company's financial statements contained in this
Quarterly Report on Form 10-Q present fairly, in all material respects, the
Company's financial position, results of operations and cash flows for the
periods presented.

This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting.  Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this annual report.

(b)  Management's Remediation Initiatives
- -----------------------------------------

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.

(c)  Changes in internal controls over financial reporting
- ----------------------------------------------------------

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.




                                     16
<PAGE>


                           PART II. OTHER INFORMATION

Item 1 -- Legal Proceedings

From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business.  However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.

We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.

Item 1A - Risk Factors

See Risk Factors set forth in Part I, Item 1A of the Company's Registration
Statement on Form SB-2 for the fiscal year ended July 31, 2008 and the
discussion in Item 1, above, under "Financial Condition - Liquidity and Capital
resources.

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

On December 28, 2006 (inception), the Company issued 20,000,000 shares of its
$0.001 par value common stock to the founders of the Company for $20,000 cash
equivalents.

On March 15, 2007, the Company issued 5,000,000 shares of its $0.001 par value
common stock pursuant to a regulation 506 offering for $200,000 cash.

On May 31, 2007, the Company issued 645,000 shares of its $0.001 par value
common stock pursuant to a regulation 505 offering for $6,450 cash.

Item 3 -- Defaults Upon Senior Securities

None.

Item 4 -- Submission of Matters to a Vote of Security Holders

None.

Item 5 -- Other Information

None.


                                     17
<PAGE>


Item 6 -- Exhibits


                                        Filed          Period           Filing
Exhibit       Exhibit Description     herewith  Form   ending  Exhibit   date
-------------------------------------------------------------------------------
3.1        Articles of Incorporation,           SB-2            3.1  09/13/2007
           as currently in effect
-------------------------------------------------------------------------------
3.2        Bylaws                               SB-2            3.2  09/13/2007
           as currently in effect
-------------------------------------------------------------------------------
23.1       Consent Letter from Moore     X
           and Associates Chartered
-------------------------------------------------------------------------------
31.1       Certification of President    X
           and Principal Financial
           Officer, pursuant to Section
           302 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------
31.2       Certification of President    X
           and Principal Financial
           Officer, pursuant to Section
           906 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------


                                        18
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 AirtimeDSL
                                          --------------------------
                                                 Registrant


Date:  December 8, 2008        By:   /s/ Ed Heckerson
       ----------------        ----------------------------------------------
                                         Ed Heckerson
                                         Title: President, Chief Executive
                                         Officer, Chief Financial Officer,
                                         Secretary and Director (Principal
                                         Executive, Financial, and Accounting
                                         Officer)


                                    19
<PAGE>